Symbiosis
by Wraith002
Summary: Patrick Mulligan never received Carnage's son. Instead the young symbiote found itself implanted into an unsuspecting youth who was in the wrong place at the wrong time. Now with powers of his own, he strove to fight against the criminal element with the aid of his mentor, Spiderman. But one event will change everything for the young hero - Full Summary Inside!
1. Prologue: Origins

**Full Summary:**** Patrick Mulligan never received Carnage's son. Instead the young symbiote found itself implanted into an unsuspecting youth who was in the wrong place at the wrong time. Now with powers of his own, he strove to fight against the criminal element with the aid of his mentor, Spiderman. **

**But one event will change everything for the young hero. Throwing him into a world filled with monsters and the people who hunt them. Here he will find a fresh start, a new purpose, friends, and maybe even love...that is...if his past doesn't tear it apart first.**

**Rated: T (May change to M later) **

_**A/N: Hay everybody. Sorry I've been gone for a while, but work and school has kinda taken presidence at the moment, and writers block with my other two stories has really put a monkey wrench in my process in making updates for them. So for the time being I'm putting them on hiatus until I can get it cleared up. **_

_**At this point in time, I've taken on this little pet project thanks to my girlfriend (Who is a big fan of RWBY like I am with Red vs Blue) throwing the idea out there. Something no one has tried yet, and much like my friend DemonFireX, I can't turn down a challenge unless I can take a good crack at it.**_

_**I know some of you are pissed that my other fics have been put on hold, just be patient with me until I can get my writer's block with them dealt with. In the mean time, give this one a chance and let me know if its worth continuing or not.**_

_**Disclaimer: As usual, I own nothing.**_

The bright lights of New York City shined into the dark, early night sky above. The bustling traffic of the city's inhabitants loud in the streets below as people went about their usual routines that came with this time of day.

All the while, none of them seemed to notice a lone figure swinging through the concrete jungle. Long strands shooting from his wrists which helped propel him through the air at high speeds, doing occasional flips and spins either for fun or more momentum as he continued on his way.

New York was home to more than a dozen different heros, and even more villans. Each one with their own level of greatness that both inspires and instills good in the people they protect in different ways. And each one more different from the previous.

But this one...he was very unique in many ways.

The figure swung on one last strand and landed on top of a tall skyscraper, bending his knees to cushion the drop before rising to his full height of 6'3''. Walking toward the edge of the building, the surrounding lights illuminating his form and revealing a strong build encased within a skin-tight suit.

The legs and the arms from elbow to fingers were a dark-blue bordering on black, the upper half was a crimson-red with thin tendrils leaking down from the waist on to the legs, the same being done on the forearms making the colors clash. The head had no visible mouth, and possessed two large white eyepieces that curled into small hooks on the tops.

A pair of sharp eyes looked through the white lenses at the streets below, scanning for trouble as he looked out over the city. "Seems pretty quiet tonight." he muttered out loud.

_**"No bad guys to fight, no fun to be had...boooorrrrrriiiinnnnnggg."**_ whined the slithering voice in the back of his mind.

The suited individual rolled his eyes, "I think we deserve some time off today...considering." His 'other' projected an array of emotions through their link realizing the gravity of its hosts words. _**"Has it been a year already?"**_

"Yeah...it has." The 'mask' of the suit slithered off of the individual's head almost like water, revealing a young man of 17 with dark-brown spikey hair, a strong, angular chin and light-brown eyes. He sat down on the ledge and stared into the distance sightlessly, his mind going over everything that had happened on this date 365 days ago.

_**"...it wasn't you're fault."**_ his 'other' said gently, many probably finding this had to believe considering the history of its race.

The teen chuckled humorlessly, "Still have a hard time believing that. You know me better than that, Toxin."

_**"I do...which worries me."**_ said the symbiote. _**"We're a team, Matt. I can feel it when our emotions aren't in sync, and yours have been all over the place lately."**_

"Don't worry so much, partner. I'm fine." Matt replied running a hand through his spiked hair. "Besides, you should be celebrating. You're 'birthday' last week, after all."

Toxin smiled through their mental link, _**"I still don't understand this human custom, even after this past year. But I suppose that there are far weirder things out there I don't understand."**_ the symbiote switched back to the original topic. _**"Don't change the subject, I may still be young, but I'm not stupid."**_

Matt blew out a slow breath, "What do you want me to say? That I'm still feeling guilt and regret? That I wished things had been different and turned out better?" his answer was silence while he put his head in his hands, fighting back tears that threatened to spill over. "We can't change the past." he muttered looking back out over the city, eyes shining as he reigned his emotions back in. "No matter how unfair it is."

He felt his suit shift around his neck, allowing a small gold cross on a gold chain to be revealed hanging around his neck. Reaching up, he grasped the small pendant as the symbiote spoke. _**"I wish a lot of things could have been different for us...but one thing that I don't is that you had given me a chance instead of throwing me away like HE did." **_Toxin growled in barely contained fury.

"It was a pretty messed up day. But a big part of me doesn't regret it at all." Matt said smiling. Both host and symbiote thought back to the day in question, the day the two of them had met and became bonded to one another.

_X Flashback X_

_Matt Nolen was like any other kid growing up in the Bronx. Going to the local high school, hanging out with friends, and maintaining his job at the local arcade in his spare time. _

_His mother, Anna Nolen, worked hard as a nurse at the hospital to support the two of them. Matt's father had been killed in a car accident when he was only a year old leaving the two of them on their own. It had been hard, and when Matt got older he stepped up and did everything he could to help his mom._

_He was a bright kid, at 16 he found himself on the honor roll every time that report cards were sent out making his mother proud. He really excelled at math and science and was already being scouted out by a couple of colleges around Manhattan. _

_Life was hard, but neither of them regretted a thing._

_It was about 11:00PM as Matt finished closing up the arcade for the night. A few other kids stuck around later than usual and kept him after hours before he managed to shut everything down. _

_Cursing under his breath as he finished sealing the doors, he turned and began to make his long walk home. The warm night air around him soothing as he made his trek. "Thank god summer's coming. Maybe I can convince mom to let me travel outside the city and check out Ithaca next month with the guys." he said out loud as he turned down another street._

_The apartment building him and his mother lived in was only twenty blocks away, it was a walk he knew by heart and could do blind folded. Taking several familiar streets, and a couple of short cuts, he was about half way there when he heard something._

_A loud crack that resounded from down an alley that he was walking past, sounding like someone was splitting stone with a sledge-hammer. "The hell?" the teen said looking in the direction the sound came from just as another loud crack could be heard. _

_Against his better judgement, he began to slowly make his way down the alley. Matt's senses on high alert as he rounded the corner at the end and stopped cold. _

_In the center of the path before him was a gaping hole in the concrete that went roughly ten feet down and was over twelve feet across. Peering over the edge, the teen recoiled when he saw something that resembled a man strung up by dozens upon dozens of red and black tendrils._

_The man groaned, the fleshy tendrils slowly began to creep along his body and began to adhere to his form. All the while Matt looked on, blood draining from his face as the two slowly began to bond back together. Being a New York native, he knew all about the various villans and heros that took up residence in the city. And as he watched the familiar form of one of the deadliest villans ever talked about come together before him had him paralysed with fear._

_**"Venom never said...Birthing hurt this bad...Make me feel this...wasted..."**__ Cletus Kasady, AKA Carnage muttered to himself in obvious pain. He turned slowly, white, demonic eyes locking on to the terrified teen as he looked on. The symbiote's black, dagger-like teeth stretched into an insane grin. _

_In the next instant, Matt found himself on the ground, pinned down by a hand baring razor sharp claws. Carnage's face was inches from the teen's as he cackled. __**"Ahhh...and here's our host for the evening. If I had any spit left in me, I'd finish this right now...but you can't go anywhere I won't find you..."**_ _the monster raised its hand and slammed it down on to Matt's chest with enough force to knock the wind out of him._

_**"I'll be seeing you again...real soon..."**__ with that Carnage leapt into the air, a red tendril shooting out and attaching to a nearby building as he began to swing away._

_Stunned by what had happened, Matt staggered to his feet and ran full sprint back the way he came and didn't stop until he reached home._

_All the while, never noticing the strange substance that slithered under his clothes and seeped into his skin while he ran._

_X_

_Reaching the apartment, he slammed the door shut and locked it as tight as he could before pressing his back to the surface while he tried to regain his breathing._

_He had looked into the eyes of pure evil. A deranged psychopath that had killed dozens of people like it was some kind of a sick game...and yet he had let the teen walk away like it was nothing._ "Maybe...maybe I just got lucky?" _he thought as everything started to calm down. _"Maybe he had killed and eaten enough and decided I wasn't worth his time."_ he hated to think like that, the possibility of people dying out there because of something like that made him feel ill._

_Ever since he was a kid he wanted to help people. Like all the heros that were out there, whether they were in the police force, firefighters, or even in costume he wanted to follow in those footsteps. To do what was right and protect the people that need to be protected._

_Carnage's parting words filled his head, a feeling of dread entering the pit of his stomach as he tried to grasp what the symbiote had been talking about._

_He sat at the kitchen table of the small, two bedroom apartment attempting to contemplate everything as his mother stepped through the door. Anna was about a head shorter than her son with long flowing brown hair and soft hazel eyes. She'd been a nurse for almost 15 years now and loved the job very much, at the same time it helped her put food on the table and a roof over their heads which had been an added bonus for her._

_"Matty? What are you still doing up?" she asked setting her purse and phone on the counter._

_Matt was still off in a daze and didn't say anything until she came over and tapped him on the shoulder making him jump. "Huh? Oh, uh, I just couldn't sleep. Long day." he said trying to cover as best he could._

_Anna shook her head at her son, "You're working too hard lately. When school lets out I expect you to take it easy for a while. Don't overwork yourself so much." _

_The teen chuckled and scratched the back of his head, "Yeah, in fact I was planning on taking a trip with a few of my friends to check out Ithaca. See what the campus looks like before graduation in two years."_

_Whatever his mother was about to say was cut off when one of the windows in the living room shattered loudly. Both of them spun around and face the doorway into the room to see a huge, hulking black mass now standing there. _

_Slowly, it rose to its full height revealing a large white spider symbol on its chest. Razor sharp claws on its hands and a head with jagged white eyes and a mouth filled to the brim with dagger-teeth that were wetted with an insanely long tongue._

"Oh...shit..."_ Matt thought backing up with his mother as the creature stomped into the kitchen. _"First Carnage...now HIM?!"

_The large monster, which had been quickly identified as Venom, swung its large head between the two frightened people before settling on Matt. __**"Well now...this one looks to be well on his way." **__a shot of black webbing shot from the top of his right fist, attaching to Matt's shirt and snapping him forward. Venom's massive hand grabbed him around the torso and lifted him up to the creature's height while Anna screamed her son's name. _

_Struggling in the monster's grasp, Matt saw Venom look him over carefully before flicking his tongue. __**"Seems our child has chosen your to carry his new brood. Perhaps we're not too late after all."**_

_"Let him go Venom!" _

_The symbiote and the teen looked back into the living room and found Spiderman crouched in the remains of the shattered window. _

_Tossing Matt to the floor, allowing his mother to run over and move him aside. Venom spun around and charge the wall-crawling hero. __**"What are you doing here?! Your spider-sense can't pick up us symbiotes!" **_

_Spiderman leapt out of the way at the last second, spinning in the air and delivering a powerful kick to the monster's head. "Maybe, but I can still follow the dirty gray puddles all the way from the East River." he followed up with a powerful right hook that stunned Venom before turning to the Nolens. "Run! Both of you! I'll hold him off!" _

_Matt grabbed his mothers hand and bolted out of the apartment. Going straight for the stairwell and taking it down the various floors toward ground level. The had the door open for all of two seconds when a barrage of red tendrils came after them. Knocking Anna back and ensnaring Matt before pulling him forward._

_**"Got you."**__ Carnage hissed before leaping through the doors in the building's lobby and taking off via tendril lines. _

_"Let me go you freak!" Matt shouted attempting to break free only for the symbiote's grip to tighten. _

_**"Not a chance. When I'm through with you, there'll be nothing left to bury!" **__Carnage fired another line just as a familiar hulking mass appeared beside them._

_**"Carnage! I won't let this happen!" **__Venom roared as he chased after them._

_**"Hey pops. Your stockings are torn."**__ the younger symbiote jeered. _

_Venom looked down at the webbing covering his legs before Carnage grabbed his head and slammed him into the side of a passing building. __**"Pathetic old-timer!" **__he shouted as he moved farther ahead. _

_Matt struggled for another minute or so before giving up, knowing that it was useless. "If you're going to kill me then get it over with." he said glaring at his captor._

_The symbiote did one last swing before landing on top of a building. Holding the teen before him and raising his free hand as it morphed into several sharp blades. __**"Who said anything about killing you? I just have to rip out your rib cage, lungs and spleen so I can get at my **_**baby**_**."**__he said, spitting out the word baby like it was dirt in his mouth. _

_Matt's eyes widened, "B-Baby?" he stuttered just as Carnage prepared to tear him apart. _

_Thinking fast, he kicked both feet up and caught the monster in the face and making him release his hostage. Rolling to his feet, he barely had a moment to think when Carnage slashed his arm through the air, slicing through the teen's shirt and cutting into the skin of his chest. _

_Matt was thrown from the roof, shoulder slamming off of a window pane before he managed to grab the one under it. Holding on for dear life as blood oozed from the wound on his chest. "HELP! SOMEBODY!" he called out praying for a miracle._

_A sinister cackling came from above and he looked up to see Carnage scaling the wall toward him. __**"No one's coming to help you kid. It's dark, and the dark belongs to creatures like me." **_

_A black and white blur shot through the air, connecting hard against the symbiote's face and sending it flying off to the side. Matt felt relief fill him, then couldn't help but blush as he sensual form of Black Cat perched herself on the window pane he was clinging to. _

_"Hard night, sweetie?" she asked grabbing him and leaping from the building. Using her grappling hook tgo start swinging away. The teen tried to speak, but found himself tongue tied. Either from embarrassment or pain and fear he didn't know which._

_They hardly got a few feet as red tendrils launched out and grabbed them, Carnage growling ferally as he pulled them toward him. __**"Look at this Cletus, a pretty girl. Smells nice. Nice and soft."**__ the symbiote said before its host spoke next. "Squeeze the perfume outta her." __**"Good idea partner."**_

_Black Cat slashed the tendrils with her claws, releasing her and Matt and allowing them to drop to the rooftop below. Carnage snarled and went after them, slashing and stabbing at the female thief/heroine with an array of weapons. _

_Matt crawled out of the way and watched as the two fought, the symbiote proving to be too much for Black Cat and looked to be winning when Venom appeared and smashed him hard in the back. _

_**"It took me a while to catch my breath and lick my wounds. But now I'm here...this STOPS!"**__ the older symbiote roared as the two started exchanging blows. _

_**"You call those wounds? I'll show you wounds!" **__Carnage roared back as they fought. _

_Venom slammed both hands hard into his 'son's' back. __**"The killing stops here Carnage!" **_

_**"What do you care if I kill the human girl?"**_ Carnage spat back while delivering a hard uppercut.

_**"Her? I don't care about her. You can do what you like with her!" **__Venom spun and slashed with his claws. __**"I'm talking about my grand-child! It must live! To carry my genes into the future!"**_

_Carnage formed his arms into a pair of axes. __**"It must die! I'm not having my genes come back and bite me!"**_

_From his place behind Black Cat, Matt was reeling about everything he had learned since this all began. It started to make sense now as to why two of the deadliest villans in New York were after him. His hand went to his chest thinking back to when the red symbiote had struck him. _"What...did he do to me?"

_"Come on, now's our chance!" Black Cat shouted, grabbing him again before they started swinging off into the city while the two monsters fought ruthlessly against one another. Along the way his eyes began to droop, blood loss and fatigue starting to win out against him. _

_Just as his vision began to darken, Matt felt something stir in the back of his mind before a tiny voice whispered to him. _**"Sleep. Safe now."**

_X_

_He'd woken up in the hospital the next day, his mom asleep in the chair next to him with a bandage around her head. From what he could figure out, Black Cat had brought him there right around the time Spiderman showed up with his mother. The injuries that he had sustained had already healed which had shocked him to no end._

_In the days that followed, Anna had moved them into a hotel while their place was being repaired. All the while more than a little paranoid that the two symbiotes would come after them again. But things had seemed to returned to what could have been considered normal for the two of them._

_Though that all changed on the third day after the incident._

_X_

_It was Sunday, and Matt had taken advantage of his one day off from both work and school and was relaxing on his bed in the hotel room he and his mom were staying in while their apartment was being fixed up._

_The last week had been tense, for lack of a better term. His mother was afraid to even let him leave the room after what had happened with Venom and Carnage. But things seemed to be alright for the most part, though the teen couldn't help the sense of foreboding that had befallen him._

_He'd felt like something had been following him everywhere he went. And every time he looked he'd find nothing there. His friends said that he was just being paranoid, but couldn't blame him after the incident that happened a week prior. However, deep down he knew that wasn't it. Like a new instinct telling him about imminent danger, which hadn't been the only thing he discovered that was new about himself._

_Lately he had also found that he had become increasingly stronger and faster than he had been before, his reflexes a lot sharper and his senses heightened. _

_There wasn't really an explanation as to how this was happening, and Matt had been doing everything he could to figure it out and kept coming up empty. Part of him thought back to what Venom and Carnage had been fighting about and how it could have connected to him._

**"...hello?"**_ Matt's head perked up at the strange voice. Looking around the room briefly, he shrugged before going back to the book he had been reading. _**"Hello? Can you hear me?" **_The teen was off his bed, book forgotten as he looked for the source of the small, child-like voice that had echoed once more._

_"Who's there?" he asked not seeing anything out of the ordinary. _

_**"**_**I am here."** the voice replied.

_Matt was getting more and more uneasy the longer this went on. "Where are you?" he asked now openly searching around the room._

**"Right here..."** _The voice said just as the teen felt something moving around underneath his shirt. Moving into the bathroom, he removed his shirt and looked in the mirror. His face paled when he saw a red and blue mass in the center of his chest, small tendrils spreading out from the middle of it and spreading along his torso. _**"Can you see me now?"**_ the voice said reverberating through his thoughts as the mass shifted slightly._

_"What the hell is this?!" he demanded as he poked and prodded at the weird tumor that was shifting on top of his skin. Then he remembered the night Venom and Carnage attacked and almost felt his heart stop as he recalled the mentioning of a 'baby inside of him.'. "No...No! NO!" he grabbed on to the substance and began pulling and yanking, using all his strength in an attempt to remove it. "GET OFF OF ME! I WON'T BECOME ONE OF THOSE THINGS!"_

**"STOP! PLEASE STOP!" **_the symbiote screamed within his head. Matt paused, hearing soft whimpers coming from the creature that had taken residence in his body. _**"P-Please...I don't want to die...I won't hurt you..."**

_The fear and distress made the teen halt his actions, it was alien, but it almost sounded like a child was pleading with him for its life. "What...are you?"_

_A soft sniffle was heard before the thing spoke. _**"I...I'm a symbiote. A creature from somewhere amongst the stars. We...can't survive without a host, without one...I could die." **

_Matt backed up and sat on the toilet, eyes locked on to the mass on his chest. "You're what Carnage put into me that night...your his child." He heard the creature growl. _

**"That **_**thing**_** isn't my daddy! The only thing he wanted to do was kill me! He hates the very idea of my existence!"**_ the young symbiote shouted making him wince. _**"...sorry..."**_ it said genuinely. _

_"Why does he want you dead? I figured that, that psychopath would want you to follow in his footsteps." Matt said wanting to figure out as much as he could._

**"He hated the idea of having me, because his host is a 'boy'. It was also because of the fear that I will grow to be more powerful than he is."**

"Explains why Venom was trying to save me. He wanted this little guy to be his little padawan or something."_ the teen thought now understanding the situation he now found himself in. _**"What's a 'padawan'?"** _asked the symbiote making him jump._

_"You...heard that?" he asked hesitantly._

**"It comes with our bonding. You possess a mental link with me, among other things that were passed down from my **_**father**_** and grand-father."** _the creature explained. _

_The teen stood up and approached the mirror again, "So...what? Do I have superpowers now or something?" He could feel the symbiote 'nod', _**"As long as we're bonded together, yes. And over time we'll grow stronger together. It's how it is between my kind and those we choose as a host, it protects both of us from harm."**

"Something like increased speed, strength, and endurance." _the host thought to himself. _**"Exactly."**_ said the symbiote making him roll his eyes knowing that privacy would be a hard thing to manage at this point._

_"And how can I be sure that you won't turn me into a monster like the other two?" Matt asked pointedly. "Venom and Carnage are obviously symbiotes and they turned their hosts into freaks of nature that thrive on death and chaos."_

_The symbiote was silent for a few moments, _**"I'm not like them..."**_ it finally said. _**"I've been reading your thoughts and memories while I've been growing. You're innocent, nice, and willing to help people who need you. Completely unlike the hosts of my ancestors. Believe it or not, the mindset of a host actually affects my kind in more ways than you think."**

_Matt braced his hands on the sink, resting his head against the mirror. Closing his eyes as he thought long and hard about everything that had been revealed to him. Here he was with an alien life form living in his body that had the potential of giving him extraordinary powers. Powers he could use to help people like he always dreamed of._

_But there had to be a catch._

_"What do you get out of all this, kid?" he asked the symbiote while looking at the reflection of it in the reflective glass. _

**"I want you to keep being my host. To keep me safe, and I won't influence you in anyway. And as long as we're bonded I'll be able to learn new things about this world. And...we can have a bit of fun showing the scum of this city not to harm people."**_ Through their link, Matt couldn't find any traces of deception. But he was still wary about this possible 'partnership' between them._

_"Okay...I'll give this a chance. But if you EVER do something I'm not happy with, I'll find a way to rip you out of me and throw you into the nearest furnace...understand?" _

_He could feel the symbiote nearly explode with joy. _**"Thank you, Matt! You won't regret this."** _Matt saw the mass on his chest start to expand, stretching across his upper body and beginning to cover his whole form from top to bottom. It felt strange, like luke-warm water was pouring over his skin, making it tingle._

_When the substance came up over his head in instinctually held his breath as everything went dark for a moment before he was able to see again. Looking back into the mirror he felt what little air he had been keeping stolen from him._

_He now wore a skin-tight, crimson and dark-blue suit that showed his now more toned muscles. Reaching a hand up, he touched the side of his face feeling the texture of the 'mask' as he examined himself. "Whoa...cool!" he exclaimed flexing his arms, it felt amazing, almost like he could take on the whole world. _

_There was also a rush of knowledge through his head, in the span of a few moments, he knew exactly what his powers were and how to use them. The alien wasn't kidding when it mentioned the mental link, he know knew everything that had been passed down the symbiote's genetic line._

**"Wanna go out and test our new prowess?" **_asked the symbiote, secretly glad that its host approved of the improvements it had made to his body. _

_"Sounds good." leaving the bathroom, Matt left a note for his mom before opening the window. Perching on the window ledge before raising his hand, allowing a 'web-line' made of tiny blue and red tendrils before he began swinging away from the hotel. _

_"YAHOOOOOOOO!" he shouted into the air as the wind flew past him as he shot another line. "This is awesome!" _

_The symbiote giggled in his thoughts, _**"I take it you like?"**

_Matt swung on the last line, did a backflip and landed on top of a building as he looked out across the city. "I do, but don't think I've forgotten what I had told you back at the hotel." he said sternly as he rolled his shoulders. "Hay, what do I call you? Do you have a name?" he asked after a bit._

_There was silence again, _**"I...don't know. **_**Daddy**_** didn't bother to give me a name."** _it hissed the last part in anger. _

_Matt felt sympathy for the creature, it didn't ask to be born and hated like this. Despite how strange and 'unhuman-like' it was, the symbiote was still a child. A child hated by its parent and sought after by its grand-parent to be used like some kind of tool. It wasn't right._

_"How about I name you? I mean, if we're supposed to be _partners_ now it could be the least I could do."_

_He felt joy from the alien life form, _**"You would do that? Really?" **_it asked excited._

_"Of course. Now, just give me a second..." the teen thought it over for a few moments before nodding. "Well, your grand-dad is Venom. Your..._dad_, is Carnage...how about Toxin?"_

**"...I like it. It rolls off the tongue."** _Their small conversation was cut off my the sound of police sirens down in the streets close by. _**"Sounds like someone could use some help."**

_Matt grinned behind his new mask, "Yeah, let's cut loose!" I fired a web-line and swung off toward the disturbance._

_X Flashback End X_

_**"And thus, was the beginning of a beautiful friendship."**_ said Toxin after their small trip down memory lane.

"And the birth of a new hero. Can't believe the name 'Arachnid' stuck, though it was expected since our abilities are almost exactly like Spiderman's." added Matt before grimacing. "Not to mention the Bugle calling us some kind of, 'spider-menace' knock off."

The symbiote mentally rolled its eyes, _**"That bastard Jameson's just jealous that he's not as awesome as us and Peter."**_ It noticed the solumn look on its host's face as he delved farther into his memories, most taking a very dark turn. _**"Matt...her death wasn't you're fault. You couldn't have predicted something like that to happen."**_

"Doesn't change the fact that I had the power to save her...and I wasn't able to get there in time to do so." the teen said as a tear traveled down his cheek, grasping the cross around his neck in remembrance.

_**"We can go see her. I think she would be happy about that."**_ offered Toxin. The distant sound of a siren catching the attention of the duo. Matt stood back up, the necklace disappearing beneath his suit as the mask reformed around his head. "First, let's take care of this little problem." he fired a web-line and swung off toward where the sirens were headed.

X

Around midnight, Matt found himself walking through the small-iron gate of a cemetary located within the Bronx area. Toxin having shifted his 'clothes' into a simple red t-shirt and jeans as he closed the entrance behind him, a bouquet of flowers in his hand as he began walking amongst the gravestones.

The place was small, but beautiful and well kept. Located behind a small church that he had been frequenting for the last six months.

Moving along a familiar path, the teen stopped in front of one particular stone. He knelt down and laid the flowers on the ground before bowing his head in prayer. Minutes slipped by in silence, continuing his vigil with only the sounds of crickets around him. Toxin was also silent, offering its own prayers to the one that laid before them, knowing how important they were to its host.

Matt's ears perked slightly when he heard someone land softly on the grass behind him. "Thought I'd find you here." said a familiar voice.

"I came to see her...considering what day it is." the teen replied.

Out of the shadows, the form of an older man wearing a well recognized red and blue suit with black webbing patterns on it. "I kind of figured." said Spiderman, walking up to stand by Matt. "MJ and Aunt May are worried about you. When you didn't come home at when you usually do they assumed something happened."

"I'm fine, Pete." the teen said raising back to his feet, eyes still locked on to the headstone. The other hero removed his mask and ran a hand through his mess brown hair. "You and I both know that's a lie, Matt."

The older man put a hand on Matt's shoulder, "I can see the guilt and regret. The same thing I was feeling when Uncle Ben died. We all can see it, you hardly grieved when it happened and you can't keep this bottled inside. It'll end up destroying you."

Matt closed his eyes, fighting back tears. He could feel Toxin trying to calm him mentally to the best that it could. "What do you want me to do, exactly? To forget about it and move on?"

"No," Peter said shaking his head. "I want you to know that you still have people that care about you, that will be there when you need us. We will listen if you need to talk, just don't shut us out."

_**"He's right."**_ added Toxin. _**"I'm willing to listen too, I've been with you for a year now and will help however I can. Just like how you've helped me when I needed it most."**_

He couldn't help but smile at the support he was getting from his friend and his 'other'. "Thanks...both of you."

The older superhero nodded and smiled back, knowing full well that the kid's symbiote was offering its own form of support. "It's no problem, Matt. You know, that 24-hour diner we usually go to is calling our names, you hungry?"

"I could eat. Just, give me a couple of minutes alone, okay?"

Peter nodded, pulling his mask back on before heading toward the entrance of the cemetary. The teen turned back to the headstone, reaching out and touching the smooth marble briefly, a small gust of warm wind blew through the air and caressed the side of his face making him smile before he followed after his friend and mentor.

The moon shined down on to the stone, illuminating the writing carved into the surface:

_Anna Nolen. Mother and Friend - A kindred soul that will forever be loved._

**_A/N: I know this chapter left a lot more questions than answers, but I can assure you that most will be answered in the next chapter. In the mean time tell me what you think and I'll have a possible update in the next few days. _**


	2. Lab Accident

_**A/N: Hay guys, just wanted to say thanks for not getting completely up in arms about slapping hiatus' on my other fics. Many of you understand my situation with that, having good stories but losing ideas on where to go with them is a common occurence among us authors. But it doesn't last forever, and I intend on updating as soon as this clears up for me.**_

_**To put some minds at ease, I won't be starting anymore fics after this one until I get the others going again. This here is just my project to help me break through my writer's block since it'll be mostly my own ideas and will help my thoughts flow a certain way. Until then, bare with me and I'll try not to disappoint.**_

_**As for this story, many of you can tell that it's my own variation of the Marvel Universe where Patrick Mulligan never got Toxin. This being said, there will be other changes as well that you may or may not have seen coming. As for the connection to the RWBY universe, that won't be completely explained until the chapter after this one. But don't let that stop you from asking the questions you might have.**_

_**With this said, enjoy this next installment!**_

_**Disclaimer:...nope nothing.**_

The 24-hour diner on the corner of Fourth and Lexington was a frequent spot for dozens of night-owls who didn't know the meaning of the word sleep. It was also a hangout for a lot of heros not in costume after a long night of fighting crime.

It was also the usual place that Peter and Matt went to hangout after their own anti-crime spree on certain nights.

Both spider-powered individuals sat on the roof of the establishment. Their masks rolled up enough so that they could eat the sandwiches they had ordered. A large piece of chocolate cake sat on a paper plate next to the teen while a red/blue tendril reached out of his suit and was absorbing it.

Toxin crooned happily through the link it shared with its host while it ate its 'birthday cake'. The phenethylamine contained in the confection making the alien life form feel content and at ease.

"So," Peter said clapping his hands together to shake away the leftover crumbs. "How many of New York's finest scumbags did you put away tonight?"

Matt shrugged, "Nine. Two attempted break-ins. A car-jacking. And an attempted rape. Left all of them hanging ten in various positions." he replied finishing off his own meal. "Pretty slow night if you ask me."

"Maybe, but I've been thinking about cutting back lately." said the older hero. "MJ could pop any day now and I don't want to miss being there." The teen smiled at his friend/mentor. His wife was over eight months pregnant with their daughter and was due anytime within the next month. Peter was beyond excited about being a dad, but was worried about what would happen after their child came into the world.

He made a lot of enemies...a couple of them (...Venom...) knowing who he was. And the thought of something happening to MJ or their little girl terrified him to no end. But Matt had been there for both of them, offering to take on more responsibility with stopping crime while Peter could stay home with his wife.

Hell, he'd even gone out with the older man when MJ had one of her weird cravings late in the evening.

"You're gonna be a great dad, Pete. I can tell." the teen said laying back, arms behind his head as he stared at the stars above them. "Christ, you, MJ and Auntie May took me in after what happened to mom when you didn't have to. You're girl's gonna have all the love in the world."

Peter smiled at him, "Yeah, especially with her overprotective Uncle Matt." the two shared a laugh as they relaxed, though it turned into a slightly tense silence.

Matt's mother had been killed by Carnage not long after he and Toxin had bonded. The psychotic symbiote wanting to send a message to the host of his offspring and leaving the teen orphaned. He'd been out training his new abilities when it happened, and by the time he had gotten back home police had been all over the place and he'd been told that she had been murdered.

At first he was in shock, having walked away from the scene like a zombie as his mind tried to fathom what had happened. That had quickly changed into a blind rage, Matt and Toxin both completely destroying the junkyard they had been training in earlier which had attracted the attention of the local webslinger, who found the grieving boy hunched over with his suit still on.

Of course Matt knew who he was through Toxin's memories from Venom. And Peter knew about him and what he contained from his fight with the older symbiote. After a long talk, the hero brought the teen back home with him. Informing Mary Jane and Aunt May of the situation en route, so the moment they walked in the door the two women swooped in and began consoling Matt for his loss.

After his mother had been buried, Peter and MJ filed the proper paperwork to become his legal guardians. Taking him into their home and giving him a place to live until he was old enough to be on his own. It had also given Peter the chance to help train the new hero about his powers and how best to control him, all the while monitoring Toxin to be sure it didn't end up like its father or grandfather.

In the months that followed, Matt began feeling right at home with the Parkers. Aunt May was always warm and inviting despite knowing about the symbiote that lived inside him. Saying that she could see the good in him and it reminded her so much of Peter that it was almost shocking.

Learning from Spiderman himself had also been productive. With his experience, and Toxin's knowledge, he was able to get his new powers down-pat like it was nothing. And from it all, he learned the most valuable lesson that Peter had learned from his Uncle Ben, who had been lost long ago.

'With great power, comes great responsibility'. It was a credo that Matt took to heart and vowed to use his and Toxin's abilities to help people no matter what it took. The symbiote vowing the same since the older hero had also given him a chance much like his host had done.

Reaching up and touching the cross necklace that his mother used to wear all the time, Matt thought about the last moments he had with her and wished that he could have spent just a little more time with her that day. Or even getting back sooner and stomping the deranged bastard into the ground before he could lay his claws on her.

He and Peter had tracked down the symbiote not long after his mother's funeral. And Matt held nothing back as he fought Carnage with everything he had. The battle shifted when Venom made an appearance, but Peter held him off while 'father and son' went toe to toe.

Seeing that the duo was too powerful, Venom teamed up with Carnage and they attacked as a team. But by the end of it, Matt proved that he and Toxin were already more than the two older symbiotes could handle as they beat them down and hard.

Both villans had slipped away in the end, but the teen had proven that he could handle his own against them should they rear their ugly faces again. And Peter had been proud of his little protegé.

"Ready to head home?" Peter asked after rolling his mask back down. Toxin slurped up the last of the cake and retracted the tendril as the mask reformed over Matt's face. "Yeah, let's get going. Feel like I could sleep like the dead."

The two heros headed toward the edge of the diner's roof and was about to shoot web lines when a soft beeping started going off. Peter reached into a small pouch he kept on the side of his costume's belt and took out a small communicator. "Spidey here." he said cheerfully.

"Hay webhead! It's Stark." came the distinct voice of Tony Stark, AKA Iron Man. "Listen, got a bit of an issue at one of my research labs in East Harlem. It seems a couple of your ugly friends showed up and started wrecking the place."

"Who would be dumb enough to attack one of Tony's facilities?" asked Matt confused.

"Looks like you got junior there with you, good." said Tony hearing the teen's voice. "I'm en route now, but you guys are closer at the moment. You mind heading over there and making sure they don't destroy everything?"

The two heros nodded to each other and started swinging off toward the location. "Who are we dealing with?" Peter asked as they moved faster and faster through the city.

"From what I could gather from the security footage, slime ball one and two." replied the billionaire. "The place was designed to test a few new innovations that Fury and SHIELD were having me look into. One of which was a serum that would help...uh, _Kill_ a symbiote. That's probably what they're after."

Matt felt Toxin recoil in fear at the idea of such a creation. _"Relax, partner. We've proven to Fury and the other heros that you're not a danger. I'm pretty sure that stuff was meant for Venom and Carnage."_

_**"Still, if they get their claws on it, they could kill me...and then you shortly after."**_ the symbiote replied.

_"That's why we're gonna stop them."_ the teen thought while clenching his fists. Venom and Carnage were back and were already causing problems, good. He needed an excuse to let out a good amount of aggression. And there was no way in hell he was letting that serum be destroyed or get used on his partner.

Little did he know that the events that were about to take place would turn his world upside-down and inside-out.

X

They arrived at the facility in a matter of minutes. Perching themselves on a rooftop on the opposite side of the fenced off area to scope the place out, they found the front gates smashed in, various vehicles flipped on to their sides with claw marks carved into the hardened metal. The bodies of over a dozen security guards were scattered everywhere, either dead or unconscious they couldn't tell which.

_**"They're here...I can sense them."**_ Toxin said in Matt's thoughts. _"That means they can sense us too, we better hurry."_ he thought back.

"Toxin says they're still here." he relayed to Spiderman.

The webslinger nodded, "Then lets knock Smiley and Chuckles down a few pegs and save Tony's science projects." They swung down and landed in the damaged courtyard, making their way toward the main building where the door had been ripped from the hinges and was left laying several meters away.

Matt sent out a small pulse that traveled through the facility, detecting two familiar signatures deeper in locating inside a large room which must have been one of the main labs. "22 meters ahead, in a large room." he said as they started sprinting down the halls toward the lab in question.

Passing by damaged rooms and crumbling walls, a few more guards were laid sprawled out on the floor. Some with blood pooling beneath them as the two spider-powered heros approached the lab where loud crashes and banging could be heard. They entered the lab and saw the place in shambles, with pieces of equipment and machinery torn and shredded apart scattered all over.

In the center of all the destruction was Venom and Carnage. The latter throwing a dead guard off of the end of his arm that was in the shape of a large blade while the former chucked a large computer terminal against the far wall.

"How do you wanna play this?" Matt whispered as they crouched on either side of the open doorway.

"We need to lead them outside, keep them away from that serum until Stark and the rest of our back up arrives." Peter turned to the younger hero. "Think you and 'slither' can keep the collateral damage to a minimum?"

If Toxin had fingers he'd be flipping Spiderman the bird. Matt just shook it off and nodded, "We'll do our best. Now, let's go in and say 'hi'." The two heros entered the room and leapt up on to opposite walls and began crawling along the surface toward the two symbiotes.

**"Feh, thought this would be more fun than this."** Carnage hissed after throwing the corpse aside. **"Find that shit yet old man?"**

Venom put his fist through a sealed cabinet, throwing the contents around before growling deeply. **"Nothing. Wherever that tin can is hiding that serum it's somewhere secure." **The older symbiote began skulking toward the other end of the lab as it continued looking.

The red/black symbiote began to head after its 'father' when it suddenly paused. A wide, malicious grin appearing on its face. It's ability to see in all directions picking up the two individuals that entered the room. **"Looks like we got company."** he hissed before spinning around, slashing his arm through the air and sending a volley of hardened red spikes through the air.

Matt saw the attack coming and leapt off the wall, spinning over the projectiles and landing a solid kick to Carnage's face. Sending the older symbiote crashing through a couple of desks and into the wall.

"Hope you don't mind us 'dropping in'." the teen quipped as he landed on the floor and stood to his full height.

"But we happened to be in the neighborhood and thought we'd hang out with our two favorite psychopaths." added Peter dropping down next to him.

Venom let out a bellowing roar and charged through the lab, bashing equipment out of his path as he steam rolled toward the heros. Peter fired webbing at the rampaging symbiote, scoring a hit right in its face and blinding him long enough to leap out of the way, firing two more web lines that attached to the creature's back and catapulting him forward. Both boots slamming the back of Venom's head and sending him crashing into the wall ahead.

"Why so mad, Brock? Someone lose your favorite chew toy?" Spiderman asked, jumping aside as a massive black fist shattered the floor where he had been standing.

The large symbiote spun around and fired a black wed-line from his wrist, grabbing ahold of Peters chest and snapping him forward before punching him hard enough to send him into the side of a nearby machine. **"Attempting to be funny like usual, eh Parker?" **Venom growled before charging again, claws outstretched to cleave the hero in half.

Spider-sense going off, Peter flipped backwards and attached to the wall just as Venom's claws sheared through the machine. "You're one to talk, Smiley." he said firing a glob of webbing that encased the villan's head.

Roaring in frustration, the symbiote tore the webbing off before grinning. **"I wonder if your spawn will have the same sense of humor? Guess it's a good thing we're paying your wife a visit when we're done here."**

Peter's eyes widened behind his mask. "Leave them out of this!" he shouted while throwing a punch. Venom caught the strike and chuckled as he threw the hero across the lab and pursued him.

Pulling himself out of the wall, Carnage looked up and glared at Matt who was standing in front of him with his arms crossed over his chest while the sounds of Spiderman and Venom fighting could be heard elsewhere. "Long time no see, _pops_." he said darkly. "Miss us?"

The older symbiote growled, raising its arms and creating a curved blade on one hand and a double-bladed axe on the other. **"Allow me to show you my ever loving **_**joy**_**." **he launched himself at the teen, blades slashing wildly though the air with complete abandon as he tried to eviscerate his target.

Matt ducked and dodged around the swipes, his reflexes and speed keeping him out of striking range. Dodging another swing from the axe, he formed a blade of his own that extended from his right forearm and began attacking right back. Parrying blows and attempting to get under Carnage's guard.

But the symbiote managed to dodge just as well, side-stepping one of the wider strikes and slashing a tear in the younger host's suit that quickly healed in seconds. He may have been more powerful than Toxin's father, but the older symbiote had more experience. Not to mention zero mercy and tact as he continued swinging like crazy.

Leaping back from one another, Carnage fired a barrage of sharpened tendrils from his back straight at Matt who backflipped at the last moment. Slashing with his arm-blade and cutting the tendrils in half and making the red/black symbiote screech in pain. Matt followed up by firing a webline that attached to his opponent's chest before yanking him forward, driving his fist into Carnage's jaw and sending him skidding back.

"We know what you're after you sick freak, you're not getting that serum!" the teen shouted as he charged the other host. Forming a shield on his other arm with the suit and blocking an attack that would have cleaved him in half.

**"That's what you think, **_**sonny boy**_**!" **Carnage fired back as he threw a barrage of shuriken from hardened pieces of his suit. Matt made a small web in mid-air that stopped the bladed projectiles, then ducked right as Carnage's axe-arm swung for his head.

A powerful uppercut sent the older symbiote up high, but he fired tendrils from his shoulders grabbing the rafters above and launching him straight at the teen. Arms forming into massive claws ready to tear Matt to pieces.

The young host changed his arms back and fired a webline from each hand. Grabbing a large machine on either side of the room and snapping them forward, the two pieces of heavy metal slamming together with Carnage in the middle with a loud crash.

A red and blue blur flew over his head and slammed into a computer terminal causing it to spark and smoke. Peter groaned, rubbing his head as he shook off the strike that had sent him flying. Matt felt his 'spider-sense' spike and ducked under a large black claw that was aimed for the back of his head.

Venom growled as he took another swipe and succeeding in slicing huge grooves in the concrete floor as the teen jumped up and attached to the ceiling. **"You made a mistake in not joining us, youngling." **the hulking creature grabbed a desk and hurled it after his target before firing a webline and going after it. **"All that power, wasted!"**

Matt flipped to the side to avoid the large projectile, then did a backflip as the large monster crashed into the roof and continued after him. "And what? Become a mindless abomination like you and your bastard son?!" he shouted while throwing a wide kick that caught Venom in the gut and sent him hurling back. "Sorry to disappoint, but Toxin and I like the way we are!"

_**"Yeah!"**_ Toxin shouted in his head in agreement.

His 'spider-sense' flared again, he swung his elbow back and connected with Carnage's chest. Before the psycho could recover a glob of webbing encased his head before Peter swung through, flipping in the air and slamming the heel of his foot on the top of his head sending him crashing back to the floor.

Venom attempted to grab Matt from behind, but he grabbed the larger limb and twisted it around before piledriving the larger symbiote down hard on to his son.

"Give it up you two!" Matt called out as he and Peter stood a few meters away from them. "Back up's coming and you can't beat us!"

The two symbiotes got to their feet, tendrils waving around their forms as they hissed/growled at the two heros. Carnage's mouth slowly twisted into a sadistic grin. **"You've definitely improved, a far cry from the pathetic createn you once were."** his claws clicked together as the two glared at one another. **"You're **_**mommy**_** must be so proud."**

A sudden shot of anger lanced through the teen's body. "Don't you fucking DARE mention her!" His suit began rippling in tune with his emotions while the other symbiote cackled.

**"Aww, did I hit a nerve? Are you gonna cry now?" **

Peter snapped his hand out and held Matt's arm, knowing full well that Carnage was trying to bring out the teen's darker emotions. "Matt, don't. He's doing this on-purpose to make you lose control." he said trying to calm him.

Carnage formed a blade with his right arm and looked at it with a long expression, **"You know...her death wasn't all that satisfying. Barely put up a fight as I gutted her like a fish." **Venom chucked next to him as he clenched his large fists.

Matt was literally vibrating, Toxin along with him as the anger from before slowly turning into rage. His whole body, and his suit, pulsing as he tried to keep himself in check. _"Breathe...need to breathe...can't lose control." __**"Stay calm, don't let him get under you're skin, Matt."**_ his symbiote attempted to sooth.

**"She was so...pathetic."** The white, demonic eyes of the red/black symbiote turned to him while he cackled. **"You wanna know what her dying words were? She begged, pleaded that nothing happen to her son. Even after I rammed my blade through her guts, all she could say was 'I love you Matty'. What a waste of flesh."**

Tears burned his eyes, teeth gnashed so tightly that they threatened to crack as what little restraint he had left snapped like a dry twig. "...you're gonna pay..." Matt's suit literally exploded, tendrils flying in all directions while his body seemed to grow in size.

Peter jumped back from the sudden burst, watching wide eyed as his friend and student changed before him. His form still had the same color scheme, but he was now Venom's size with huge rippling muscles. Long sharp claws dotted the ends of his fingers that were clenched into tight fists, the lower half of his 'mask' was ripped open revealing a gaping maw filled with sharp fangs with a long green tongue barely contained within.

**"ROOOOOOOOOAAAAAAAAAAWWWWWWWRRRRRRRR!"** The bellowing roar that resonated from deep within the young host echoed beyond the walls of the facility before he shot forward like a bullet.

Venom roared in challenge and met him head on, but the rage filled teen grabbed the older symbiote by the head and slammed him into the floor hard enough to make a crater and send cracks in all directions. Carnage shrieked and also went on the attack, but he was swatted aside as though he were a fly while Matt went into a full rampage.

Spiderman fired a webline and snapped over to the nearest wall as his communicator went off. "Webhead what's going on? Jarvis is picking up a whole lot of vibrations out there." Tony said over the line.

"Carnage pushed Matt over the edge." Peter replied as he avoided a chunk of machinery smashing into the wall nearby. "He brought up killing his mother and set him off."

The billionare cursed, "How bad is it?"

Before the webslinger could answer he watched Venom hit the ceiling so hard that a section of it caved in as gravity took over. "Well...he just finished putting in a new skylight using Venom as a wrecking ball." he admitted.

"Pete, you have to calm him down. If Fury gets wind of this you can bet the kid will be trapped in a SHIELD cell for god knows how long." Putting the device away, the older hero looked up in time to see Matt grabbing Carnage by the neck and crashing through the back wall of the lab, Venom right on their heels.

_"I won't let that happen to him."_ he thought strongly before firing a webline and swinging after them.

X

The wall exploded inward as the two forms tumbled into the next room. A slightly smaller chamber than the previous lab that was completely dark, the lights coming on when the two beings entered through the barrier illuminating the room and its contents.

In the far back end stood a metal archway that stood several meters tall with a ramp leading up to the front of it. Several monitors were spread out around it with cables all hooking up to the device along with a handful of large power sources.

But no one paid attention to the device, considering that they were attempting to tear each other apart.

Carnage was slammed into the ground, a large dark-blue claw holding him to the floor as Matt growled in his more beastial form. **"You're going to pay for what you did to us!" **he roared at the elder symbiote before hurling him across the room and through a monitor. **"You took away the only person we had left!"**

The other symbiote leapt up, sharp claws stabbing into the teen's chest but he barely felt a thing. He grabbed Carnage by the neck and began to slowly crush his throat just as a pair of large black arms wrapped around him from behind to restrain him.

Dropping Carnage, Matt snapped his now larger head back and connected with Venom's face. Dazing him enough so that he could break the hold and spinning around to deliver a thunderous punch to the eldest symbiote's jaw, sending teeth and saliva flying.

Capitalizing, the enraged teen continued to pummel Venom with everything he had. Picking the villan up and throwing him to the opposite side of the chamber, crashing into the terminal that was set up next to the archway. The electrical output from the damaged monitor frying the hulking symbiote and causing him to screech in agony before collapsing to the floor with smoke trailing off of him.

The sudden jolt of pain had the teen letting out a shriek of pain when Carnage jumped on to his back and started stabbing both arms into him in a frenzy.

Focusing, Matt fired several bladed tendrils from his back and forcing the psychotic symbiote to back off. Spinning around and firing a webline that attached to his enemy's chest and snapping him forward.

Seeing the danger, Carnage cut the webbing and flipped out of the way at the last possible moment as the large fist swung through the air. One arm forming into an axe one more as he made a downward swipe that was stopped cold by a clawed hand. A second one wrapping around the skinnier being's head.

**"And you're right."** Matt rumbled darkly as he slammed the red/black symbiote repeatedly into the wall behind him head-first. **"She would be proud of us. Especially now that we're about to kill her murderer!" **His hand clenched hard, enhanced strength constricting around Carnage's skull and threatened to crush it.

The psycho attempted to fight back, stabbing Matt with tendrils, bladed weapons, doing anything in his power to get free. But the pain was overlooked, fury and hatred fueling the young host as he was preparing to finish the creature and its demented host off.

"MATT STOP!"

Pausing in his actions, the teen turned toward the opening he had made earlier and saw Peter stepping through. Approaching him slowly with his hands up. "You don't need to do this. You're better than them."

**"Back off, Pete. This needs to end! Carnage must suffer!"** He growled back. **"They'll never stop! They'll keep killing and killing until they take away everything that we have left! This. Must. END!"**

"Not like this!" The hero exclaimed back. "Remember when you first started living with me and the family? You were so scared of becoming like Venom and Carnage that you we afraid to use your powers, even through you made that deal with Toxin. But you were able to harness your powers and use them for good."

He stood a few feet away from them now, Matt's form relaxing slightly but remained in beastial form. "Don't stoop to their level. You're not a murderer like they are."

**"...Not...Like them..."** Matt said as his anger started to drain and his senses started coming back. HIs body began rippling, shrinking down bit by bit.

Seeing his words getting through, Spiderman persisted. "Your mother would be proud of what you've become. Of how you use your new gifts. Don't dishonor her by turning into the one that took her from you."

Looking at Carnage, who had been knocked out from the constant hits. Matt let his unconscious form drop as he finished returning to normal, back to looking like he did when they first arrived as he slumped to the floor on his knees.

_**"Are you alright?"**_ Toxin asked, fearing that the change into their more primal state had worn him out or harmed him in some way.

_"I'm okay, Tox. Sorry about that."_ came the reply. _**"Nothing to be sorry for. I'm just glad you're not harmed."**_ said the symbiote in relief.

Ending the mental conversation, Matt retracted his mask and looked up at Peter. "Sorry, Pete. I thought I could..." he trailed off and shook his head. "Guess I'm still not over it."

Peter rested a hand on his shoulder. "It's alright. The pain fades with time, and one year isn't nearly enough for those scars to scab over. Just know that you still have folks here for you that will help." Matt smiled up at his friend as he got to his feet.

"WARNING! PROTOTYPE SYSTEMS HAVE BEEN ACTIVATED! ALL PERSONNEL ARE TO REPORT TO THEIR STATIONS IMMEDIATELY!" The sudden ringing of the PA system was coupled with alarms and red flashing lights all around the room.

The sparking terminal Venom had been thrown into started to hum loudly as the archway began to glow. The humming sound growing louder and seemed to reverberate through the whole building as bolts of electricity shot from the power sources around the chamber and strike the empty center of the metal frame.

A small, black and purple orb of energy appeared in the opening and was steadily growing larger with each passing second. Various objects around the room began shaking, some being lifted off the floor and floating in air as the anomaly continued to gain more intensity.

"What the hell's going on?!" Matt shouted over the alarms as the strange anomaly began to pulsate.

"Don't know," said Peter now nervous. "But we better get out of here!"

Nearby, Venom and Carnage returned to consciousness just as a large blast shot through the room. The orb of energy now filled the entire archway and was fluctuating out of control. The monitors around the room came online and started glowing red as another warning came over the PA system.

"CONTAINMENT EQUIPMENT SEVERLY DAMAGED! STABILIZATION FAILING! CODE: RED! EVACUATION ORDERS ARE NOW IN EFFECT! ALL PERSONNEL MUST EVACUATE THE FACILITY IMMEDIATELY!"

There was another burst of energy before everything began to be sucked toward the strange portal like a vacuum. The four in the room were also caught in the pull and did what they could to avoid being sucked in.

Venom, being the closest to the portal, stabbed his claws into the concrete floor and began to slowly crawl his way toward the exit. Carnage fired tendrils out of his body into the walls and ceiling to keep him in place.

As for the two heros, they fired weblines and began to crawl their way out as the vacuum started growing in strength, making it harder to escape.

Claws sliding back, cutting large gouges in the floor. Venom managed to let out a roar of defiance before his hands broke free and he was thrown into the portal in a small flash of light and disappeared. Seeing this, Carnage refused to go down like his father and looked for a means to escape.

Finding the two heros about to reach safety, he hissed lowly before making his move.

Peter reached the opening first. Grabbing the edge of the hole in the wall and shooting a good amount of webfluid so that he had a better hand hold before reaching back for Matt who was still climbing up his own line. "Com'mon Matt! You can do it!"

The teen grunted as he kept climbing up the webline. Each pull getting harder as the portal behind him kept sucking everything in. Pulling himself up another foot, he saw that he only had four more to go.

Pulling again, he made another foot just as the monitor on his right was torn from the wall and was sucked into the anomaly. Another pull, almost there. Peter was leaning out of the hole as far as he could go, hand outstretched ready to grab him.

Another foot down and he reached out to take his friend's hand. Gloved fingers barely touching as he tried to reach just a little farther.

**"Not so fast whelp!" **

Matt shouted when something wrapped around his right leg and pulled. Clinging to the webline, he looked back and saw Carnage with his arm stretched toward him, a tendril coming out of his forearm that was now wrapped around his leg tightly.

The other tendrils keeping the evil symbiote in place gave way and now the only thing keeping him from disappearing through he portal was Matt who was slowly losing his grip.

Another hand suddenly clasped tightly around his wrist keeping him from going anywhere. "GOT YOU!" Peter shouted over the maelstrom as the room started to crumple inward. The vortex becoming even more unstable as the whole facility began to shake to its very foundation.

Through the sounds of destruction and wind, Matt could pick up he subtle sounds of cracking. Looking toward where his friend was still trying to pull him in, he saw the wall he was clinging to start to crumble even more. The hole in it damaging the overall structure and was threatening to cave in completely from the force going on behind him.

"PETER! THE WALLS GIVING AWAY!" he shouted out as he felt Carnage start to crawl up his tendril line.

"HOLD ON! I'VE ALMOST GOT YOU!" The webslinger called back as he kept trying to pull him up. But the force from the portal making it almost impossible.

All the while Carnage grinned as he got closer and closer to the teen. First he'd reach the end, and then he'd take out the heros before making his escape. Worst case scenario...he'd take them both down with him if he had to.

Looking back at the deranged symbiote, Matt looked back at his friend and knew that the chances of all of them making it out of here was not good. Peter had the better chance being where he was, but as long as he held on to him he could get sucked into the portal as well.

Not to mention Carnage was getting closer, he couldn't let that abomination escape. Peter had a family, a child on the way, he'd never let his future niece grow up without her daddy. The Parkers had done so much for him when he had no one...

_"Time to return the favor..." _The young host narrowed his eyes, steeling his resolve for what he had to do. Toxin silently agreeing with him.

Looking into the eyepieces of his friend/mentor's mask, he smiled. The webslinger seeing this on his exposed face was confused until he started speaking. "Pete! I just wanted to say, thanks for everything you've done for me!" he shouted over all the noise. "I couldn't have asked for a better friend!"

"What are you talking about?!" Spiderman said not liking where this could have been headed.

"We both won't make it out of this! You need to live! For Mary Jane, Aunt May, and your daughter! You all have done so much for me!" the teen kept going just as he felt a clawed hand latch on to his leg. "Now...I'm gonna save you! Like you saved me!"

Peter's eyes widened in horror. "MATT NO!"

"Tell MJ and Auntie May I love them!" with that, Matt yanked his hand out of the older man's grasp. Spinning around and grabbing Carnage by the neck with both hands as they tumbled through the air toward the portal. Both of them vanishing into the purple/black sphere of energy.

Volts of electricity shot in every direction, the power supplies that were feeding the device began to shake and spark before they began to detonate one by one. Peter had just enough time to flip himself behind the wall just as the units reached critical and exploded. Causing the portal to shutdown from lack of power and the entire room to cave in from the resounding shockwave.

X

Tony Stark blasted through East Harlem, encased in his Mark VI armor with several squads of SHIELD agents tailing behind him, along with Steve Rogers - Captain America, and Clint Barton - Hawkeye.

They all reached the facility and saw the place almost in shambles, wasting no time, the agents set up a perimeter while the heros and a strike team entered the building to help neutralize the threats.

None of them were expecting what they saw when they entered.

The labs were torn to pieces, signs of battle could be seen everywhere meaning that Spiderman and Arachnid gave the two symbiotes a hell of a fight.

With their guard up, weapons ready, Tony, Clint and Steve all moved through the ruined lab in search of their comrades while the SHIELD operatives left to secure the rest of the facility. "Damn...gonna be one hell of a tax write off for all of this." Tony said seeing all the destroyed equipment.

"Where are web-head one and two?" said the archer as they kept moving, eyes sharp for the two spider-powered heros.

Steve looked up toward a section of wall that had collapsed at the back of the lab and saw a familiar red and blue suit. "Over there!" he shouted as they moved toward the location. Seeing Spiderman on his knees in front of a collapsed section of the facility, mask in his hands as he stared at the rubble with eyes glazed over with unshed tears.

"Spidey?" asked Tony wondering what was wrong. "Pete? What happened?" It was then the billionaire/hero saw that someone was missing. "Where's Matt? Where are Venom and Carnage?"

Kneeling down next to the younger hero, Steve put a hand on his shoulder. "Peter?"

He looked up at them slowly, shaking his head and closing his eyes. "He's gone." he said before looking back toward the rubble, guilt and regret fill his chest. It was almost like losing Uncle Ben all over again. Someone he had come to look upon as a little brother had sacrificed his life so that he could live, taking down two of the most dangerous individuals in their world in the process.

Fists balling up his mask as he mourned the teen who still had so much left to live for. A future stolen before he had a chance to experience it...it wasn't fair. It shouldn't have been him.

While this was happening, Clint looked over to a section of wall that was still standing. Words painted on the side that had marked the section of the facility that had collapsed;

**LAB A-6: DIMENSIONAL BRIDGE TESTING SITE**

X _Meanwhile, in an unknown location_ X

Matt groaned softly as he slowly came back to reality. Hand reaching up and holding his head as the mother of all headaches pounded the inside of his skull. "...Christ...that sucked..." he muttered as feeling started to return to his limbs. "Toxin? You still there?" he asked out loud.

_**"...ow..."**_ The symbiote groaned with him, whatever had happened having effected it as well. _**"Let's not do that again."**_

"Agreed." Sitting up, the teen found himself still in his suit with the mask receded. When his vision swam back into focus, he saw that they were in the middle of a grass covered clearing in some kind of forest. The sky was pitch black meaning it was nighttime where ever they had ended up, the light of the moon bathing light down on to the ground and casting shadows.

Getting to his feet, Matt surveyed the area and tried to get his bearings. Looking up toward the sky, he was shocked at what he discovered.

The moon. Instead of being whole like it had been before, looked like a large chunk of it had been destroyed. Pieces that glowed as brightly as the rest drifting not too far away from the main body. "The hell..." he muttered. _**"That doesn't look like the moon we know."**_ added Toxin.

Symbiote and host looked around again before looking back at the strange moon with one question on their minds; 'Where are we?'

While they stood there contemplating on how they arrived in this place. Neither of them noticed that several shadows around the clearing started to move, fire-red eyes locked on to their form.

Closing in on the prey that had wandered into their domain...

_**A/N: Another one down. I tried to make the four-way fight with Venom and Carnage last as long as I could. But if you've read the comics and watched the series' you know that each fight ends rather quickly. But this was mostly to fill in the gaps left open from the first chapter and give a little more insight into Matt's character and a stepping stone for where this story will lead.**_

_**Drop your reviews at the door, and I'll see you all next time!**_


	3. A New World

**_A/N: Back again and with another chapter to boot. To be honest, this things is coming along a lot more smoothly that I had anticipated. I'm mostly going off of my knowledge of both worlds, but I'm using my own thoughts instead of going completely off of canon. Believe me, the story will fall into canon soon, but for the mean time I'm just enjoying making my own material and leading up to it._**

**_This chapter is a little smaller than what I'm used to, but considering that Matt will be exposed to Remnant for the first time there wasn't really much more that I could ask for. Regardless, this will definitely set the ground work for things to come. _**

**_I have also seen some people already offering romantic pairing ideas this early in the game. I was planning on starting a poll a few more chapters in, but if you want to get your thoughts in on the matter now go right ahead and I'll see how things go._**

**_Disclaimer: Own. Nothing._**

In the year since he and his symbiote partner had bonded together, Matt had seen and experienced a lot of things in his young life. Some amazing, others bizarre. But they were things that he wouldn't have changed because it helped make him in to the person that he was.

But at that moment, staring up at the shattered moon in the night sky above his head, the young host couldn't help but think that he had stepped into something so far out of his element that there was no word for how strange it was.

Wracking his brain around how he and Toxin had gotten there, only one possibility made any sense at all. _**"The portal! The one that opened up back at the lab! It must have spat us out here after sucking us up."**_Toxin said to his partner.

_"Makes sense, they must have been trying to make a gateway to other dimensions in that facility and we wound up in another reality." _Matt thought back looking away from the broken moon and looking around the clearing. His eyes suddenly catching one of the shadows on the outer edge of trees moving slightly. _"Toxin...we're not alone."_

The 'mask' of his suit slithered up and covered his head as he turned around and surveyed his surroundings. A small breeze blew through the air causing the leaves and grass around him to rustle softly. The shadows were still, but he knew that there was something out there hiding in the darkness.

_**"I can sense 12, but something's wrong with them."**_ said the symbiote,

_"What do you mean by 'wrong'?" _he asked back when he saw the shadows start moving again. Moving closer to the light within the clearing. _**"I can't explain it, but they just feel...dark. Like nothing that I have ever sensed before, and from my passed down memories, neither have any of my ancestors."**_

Six appeared in front of him, all of them stepping out into the light of the moon and revealing hunched over bodies covered in pitch-black fur. Resembling large, bi-pedal wolves with long arms and sharp claws on hands and feet. Drooling mouths filled with jagged teeth while multiple pairs of glowing red eyes zeroed in on the hero.

Matt heard twigs snapping and knew that the remaining six were coming at him from behind. Surrounding him on all sides and blocking possible chances of escape. _"Pack mentality."_ he surmised, clenching his fists as his suit rippled. Preparing to turn into a weapon at will when he needed it.

The wolf-creatures all howled as one before converging on their target. Claws digging up dirt and grass as they closed the distance quickly.

Spider-sense flaring, Matt bent his knees and leapt high into the air. The creatures skidded to a stop and looked up as he flipped once, angling himself before dropping back down toward the ground. His foot slamming into the snout of the closest wolf, the front half of its skull crushing into the ground on impact.

Seeing their pack-member go down, the rest of the creatures went on the attack. The teen ducked under a claw aimed for his head and delivered a powerful uppercut that sent one of the wolves airborne. Firing a pair of weblines, he snatched the creature from the air and swung it around and sending it slamming into three others on the ground.

Feeling the familiar buzzing in the back of his head, Matt did a frontward roll to avoid the snapping jaws of one of the wolves. Spinning on the balls of his feet, he fired a glob of webbing that encased the muzzle of the creature before turning his attention to the others as they all began to close in on him again.

_"No options."_ he thought narrowing his eyes. His suit forearms rippled until two, meter long blades extended outward. _"Sorry to go against what you taught me, Pete. But it's either this or death!" _Toxin silently agreed as his hands shifting into claws while he stood in a ready position.

The first to reach him slashed with its claws only to have its arm taken off at the elbow. Two others followed after it, but the host was anticipating them and dove for them. Driving both blades into their chests where their hearts were located, taking them both to the ground before spring-boarding off of them and spin kicking a third in the head, his enhanced strength snapping bone and tearing muscle when it landed.

Fighting back the bit of bile rising in his throat from the amount of death he was unleashing on the savage creatures, he steeled his resolve before blocking several strikes, slashing back with his blades and removing limbs and heads while painting the grass red with the wolves' blood. Driving his elbow into the face of another of the creatures while snapping his right hand out, sending a tendril shooting from his palm that wrapped around a wolves' neck and throwing it hard into a tree with enough force to break it in two.

Swiping his other arm through the air, a volley of hardened throwing knives shot through the air and impaled several of the creatures in multiple points. Disabling or killing them in the process.

Spider-Sense flaring again, he dropped low under a wide slash, using his hands as support as he shot both feet backward and nailing the last standing monster in the chest and making the thing yelp as he broke ribs.

Spinning on his hands and landing on his feet, Matt slashed with his own claws and managed to score a hit, blinding the creature and allowing him to hoist it over his head before throwing it across the clearing. Head smashing on a rock where it came to rest.

The clearing fell silent, the wolf-like creatures all laid either dead or dying in the grass while the young hero stood amongst the carnage he had created. The adrenaline slowly wearing off from the combat he had just been engaged in.

Changing his arms back to normal, Matt looked at what he had done and sighed. _**"We had no choice."**_ said Toxin. _**"Even though our mentor taught us to avoid killing criminals, these creatures are another case. They are savage, dark, and show no mercy. I think we did anyone who lives in this new dimension a favor."**_

"That's not what's bugging me...and you know it." the teen said running a hand over his still covered head.

_**"...I know."**_ the symbiote lamented. _**"Back at the lab, when you had Carnage at our mercy."**_ In that moment, the alien life form could feel the unbridled need to kill its 'father' for everything he had done. To him, his host and countless others for his sick pleasures. Both it and Matt were ready to end it once and for all had Spiderman not stopped them.

"I should have ended him, Tox. Unlike the petty criminals we put away, that freak was never going to change. How many times has he been locked away only to get out and kill more?" he received silence for an answer. "I know Pete trained me to be the better man...but if it means putting the lives of those you love at risk? Morals seem to pale in comparison."

_**"The difference between good and evil was never as black and white as others made is sound, was it?" **_asked Toxin. _**"That much I understood in the year I've been growing." **_

Matt looked down at his hands, clenching his fists as his mind turned over several times before he eventually shook his head. "I'll worry about us questioning our morals later. Right now we need to find out where the hell we are and what kind of world this is." Casting another glance at the dead creatures, he fired a webline and began swinging through the forest.

Hopefully toward civilization and an answer to where they were.

X

Unknown to the two, another shadow slowly moved among the threes. White, jagged eyes watching them swing away as a low hiss emitted from deep within its throat.

A red and black claw latched on to the tree closest to it and sliced deep into the bark as though it were butter before the creature slipped deeper into the forest out of sight. It's mind turning as it plotted its revenge on the teen and his partner.

X

It would be hours before Matt and Toxin managed to find any sign of life. After the encounter with the wolf-creatures back in the clearing, they stayed in the trees and web-swung their way out of the dense forest. Stopping every so often to get their barings before resuming again.

It was different than swinging through New York. The sights and sounds of the forest was almost soothing to both symbiote and host as they continued to travel. All the while keeping a close eye out incase any more wolves decided to show up.

The concept of killing an opponent was foreign to Matt, he'd never even killed an animal before in his entire life. Sure he felt the urge when angry, Toxin admitting that it was a bi-product of their union.

Even though the symbiote was very different from its ancestors, some traits still remained dormant within its being. Albet they are easily suppressed, if its young host were to lose his temper and completely submerge himself in his darker emotions then he and the suit would change into a more primal form.

Like back at the lab. The two of them had decided to call it their 'Berserk-Mode', where not only would they become more brutal, they'd also be stronger, hit harder, and essentially become what a symbiote is meant to be.

However, Matt had learned that even in that state he still had a good level of control and was able to avoid hurting anyone but those that he intended to. He never wanted to resort to lethal methods. But the other heros that he had encountered, many of whom were in SHIELD, told him that sometimes lethal force is needed to ensure the safety of the innocent.

It made things a lot clearer, which was what made it easier for him to fight he creatures before and not let what he was doing affect his combat prowess as he took them down.

Stopping on a thick branch of a tall tree, Matt climbed all the way to the to and paused at the sight laid out before him.

A city, easily as big as Manhattan stretched out before him. Buildings ranging from big to small started roughly a mile after the forest ended. He could hear the sounds of cars and people even from this distance meaning that there were in fact people in this world.

_**"Finally!"**_ Toxin said exasperated. _**"All that swinging was starting to get boring!"**_

Matt rolled his eyes, "Christ, Tox. You're such a kid sometimes." he could 'feel' the symbiote giving him a look within his mind. _**"I'm only a year old, genius. Of course I'm a kid!"**_

"By human standards, yes. But you're kind mature faster...supposedly." Toxin scoffed before going silent. Matt fired another webline and started swinging toward the city, the lush woodland giving away to the bustling metropolis as he began maneuvering among the various buildings. Doing his best to stay out of sight so that he didn't spook the locals.

Despite the fact that it had been nearly two in the morning back when he was thrown from his dimension, the timeframe here looked to be around seven in the evening. _"Probably some kind of time-space paradox thing."_ Matt thought to himself while moving.

Latching on to the side of a tall apartment complex, the young host peered around the side and surveyed the street. People continued on their normal evening below him, the clothing they wore was a strange combination of modern and midevil, some even baring weapons ranging from guns to shields and swords.

_"Weapons in public? That's different."_ Matt thought while he observed.

_**"Considering the beasts we encountered, this is probably normal for them."**_ said the symbiote. Their attention turned to the front of a nearby store where a man was picking up a couple of crates that were dropped off. What had stunned them was when he put the last crate down, they could see a pair of bright yellow ears sticking out amongst his dirty-blonde hair. A matching tail swished through the air behind him as he disappeared within the shop. _**"...that could be normal as well...maybe."**_

The teen shook his head, _"We need to find some place to get information. A town hall or a library, something."_ Leaning back around the corner, he dropped to the ground inside and alley and remained out of sight. Taking a moment, he willed his suit to change into a simple pair of jeans, combat boots and a red hoodie before exiting the alley and moving out freely amongst the people in the street.

No one seemed to take notice of him really. A few gave him a glance as he walked past but just went back to what they were doing. _"Guess it's not that hard to blend in after all. It's almost like being in New York again."_ he thought was he continued up one of the many streets.

_**"Save for the fact that we couldn't be farther from it."**_ Toxin said, keeping its senses open for any trouble that might come toward its host and friend.

After asking a couple of people some questions, explaining to them that he was new in town and didn't know where anything was, he discovered that he was in a city called Vale and that it was the largest city in the kingdom of Vytal.

With even more questions in mind, host and symbiote managed to figure out where the library was and wasted no time in getting there. Stepping inside and approaching the desk clerk after observing the spacious building on the inside.

The one running the front desk, a middle-aged woman with wired glasses, looked up from her computer and address the young man before her. "Can I help you?" she asked kindly.

"Yeah, I was hoping you could point me toward the history section." Matt said back just as kindly.

"Student?" asked the clerk.

The teen scratched the back of his head, "In a matter of speaking. I'm new in town and I just wanted to know a little more about Vale's history." _"Among several dozen other things."_ he thought to himself getting Toxin to chuckle in the back of his mind.

Following her directions, Matt found himself surrounded by books that covered what he needed. Going through the racks, he gathered a large pile of texts that would help him better understand this universe and any information that he would need tp figure out how to get back to his own.

In no time, the young host found himself at a small table surrounded by books. Each one filling the gaps of what he needed to know, very thankful that being Toxin's host also gave him a powerful memory and the ability to absorb knowledge much quicker than others.

From the readings, he discovered that Vytal was one of four major kingdoms, and that this world was called Remnant instead of Earth. Each passage he burned through made him more and more curious, this reality, despite how primitive it might seem, was actually very advanced. Being almost on par with his home universe in many aspects.

Matt learned all about the creatures known as Grimm, and how much of a threat they posed to the people of Remnant. The ones he had fought in the forest were called Beowolves and were among the more common classes, but could be very dangerous since they ran in packs. He also learned about the discovery and creation of a crystalized substance known as Dust, and how it was used as both an energy source and weaponry to combat Grimms.

Moving on to another stack of texts, the young host discovered that in this world, children are trained as fighters from a young age in order to combat the creatures. Calling them hunters and huntresses, and that by the end of their training they would be sent out to handle infestations caused by the dark creatures among other things, and that some were gifted with abilities call Semblance that was controled by an energy known as Aura.

Aura, as it turned out, being found in almost every living thing on the planet. Save for the Grimm of course.

The next book he cracked open explained a bit about another culture of people living among the humans in this world. The Faunus. And the more he read, the more Matt was reminded of the mutants back home. A group of people who were discriminated against for being different, the rest of the world trying to either cage or kill them because of their fear and misunderstanding.

_"Guess it doesn't matter where you go, all worlds are filled with bigots."_ Matt thought bitterly after reading about the Faunus Rights Revolution. _**"It would seem so,"**_ agreed the symbiote. _**"Though these people seem to be an evolutionary path all their own. Much like those who possess the X-Gene in our home dimension."**_

_"Yeah, and just like the mutants, the people out here who despise the faunus will do whatever it takes to keep them underfoot."_ he flipped a page and saw a symbol depicting a red, jaguar skull with three red slashes through it. The symbol for the once peaceful Faunus Rights Group turned terrorist cell, The White Fang. _"And the faunus were forced to take drastic measures...And because of this group, people trust them even less."_

_**"The never ending cycle of hate."**_ said Toxin as its host finished the recent text and went to move on to the next.

A hand touching his shoulder made him pause and he looked up to see the desk clerk standing over him. "I'm sorry, but we have to close up in a few minutes." she said pointing to the clock on the wall. Matt was a bit surprised that he had been there for well over three hours and how late it had gotten.

Figuring that he and his partner had gotten enough information for the time being, the teen helped put the books away before leaving the library so the woman could close up. With how late it was, the streets and sidewalks were completely empty and dark save for the street lamps illuminating the way.

Hands in his pockets, Matt began walking in a random direction as he started thinking. _"Well...I don't know if that portal was a one way trip or not. But it's starting to look like it." _he thought while looking up at the shattered moon glowing in the sky above.

_**"Could be worse, we both could be dead right now."**_ said Toxin. _**"Honestly, I'll take that as some kind of a win."**_

_"Maybe. But what do we do now? Technically we don't exist in this dimension. No money, no home."_ he sighed while running a hand through his spiked brown hair. Their situation was a pretty rough one, but thankfully the two of them were able to adapt well and would find a way to deal with it as best they could.

Just about to round a corner, Matt stopped cold when he hear a loud scream from somewhere nearby. _"Trouble."_ without another word he fired a webline toward the nearest building and was airborne. Shifting into his suit while in flight as he swung his way toward the source of the disturbance that thankfully wasn't far.

Dropping down into the mouth of an alley, the hero made out two large forms standing over a battered woman with torn clothes laying on the ground with her hands held up in defense. In the light given off from the lamp over a doorway, Matt could make out a set of white cat ears on the woman's head meaning that she was a Faunus.

And considering the way the two men were laughing at her pain as one stepped on her tail, he could deduce that they were among the many that hated the animal-like people.

"Stupid animal, must be a stray looking for scraps." one of them snarked getting a laugh out of his partner while the poor woman whimpered in pain.

"What do you say we put _it_ out of _its_ misery?" said the other darkly while reaching into his coat. "One less animal to suck up all the good air."

When Matt saw one of the men pull out a gun, he wasted no time. Firing two weblines that attached to the back of the one hurting the woman's extra appendage, he yanked hard making the thug yelp loudly as he flew toward the teen. Whose fist connected hard with his face and sending him slamming against the wall hard enough to crack the bricks.

Seeing his partner go down, the other thug raised his weapon and fired. Matt ducked, dodged and leapt around the bullets with the aid of his spider-sense. Jumping on to the wall to his left and running along it at speeds that were too fast for the man to keep track of.

With one push, the hero smashed the heel of his foot into the man's forehead and sent him into the dumpster located at the back of the alley and warping the front inward. The thug slumping to the ground unconscious allowing Matt to check on their victim.

The woman was looking up at him wide eyed and in awe. Her gaze locking on to the pseudo eyes of his mask as he reached down and offered his hand to her. "Are you alright, ma'am?" he asked gently.

Shaking herself, she looked at the offered limb questioningly a moment before grasping it as he helped her to her feet. "I'm...fine. Thank you." she said still unsure of the situation.

"How's your tail? Anything broken?" he asked looking down at the fluffy-white limb as it swayed gently back and forth. She hid it behind her left leg and looked away from him, the event that had happened to her making her more than hesitant about trusting some stranger. Even though he did save her life.

"Why?" she asked making him tilt his head. "Why did you help me? I'm a-" a hand gently touching her shoulder stopped her and made her look up at the spider-hero before her.

"I don't care that your a Faunus. You were someone that needed help, that's all the reason I needed." he smiled, even though she couldn't see it. "And I'm glad I got here when I did. And even gladder that you're okay."

The sounds of sirens approaching caught their attention. "I have to go. Take care of yourself." Matt turned and started running toward the alley entrance when she called out to him."

"Wait!" he paused and looked back at her questioningly. "W-Who are you?" she asked now wanting to know his name.

The teen couldn't help but grin under his mask. "Just you're friendly neighborhood Arachnid." with that he fired a webline and disappeared out of sight, leaving the awed Faunus woman and the two beaten thugs just as the cops arrived moments later.

X

Instead of leaving the area right away, Matt stuck around on a nearby rooftop and watched to be sure that the police treated the woman he had saved properly.

After reading what he had, it would have been a safe bet that there was most likely people in law enforcement that were probably racist as well against Faunus.

Thankfully, that wasn't the case this time as the cops checked her over, took her statement and got her a ride home while arresting her attackers. _**"That went well."**_ said Toxin after being silent for so long.

"Had to do it, Tox. Doesn't matter that we're not 'home' anymore. I still have this great power, might as well keep using it responsibly while we're stuck here." said the teen as he stood up and looked out over the city of Vale. "There's still not guarantee that we can get back home. And even though our status is rough at best, we'll just have to make the most of it."

"_**I'm with you, partner."**_ the symbiote chuckled. _**"So I take it we're back in the hero business once again?"**_

Matt smirked, "We never left it. We just found another place to set up shop." he ran toward the end of the rooftop and jumped off. Webline shooting out and catapulting him farther as he took off into the city.

X

In one of the many apartment complexes around the city. A 15 year old girl awoke to strange sounds coming from outside her bedroom window. Lifting her sleep-mask that had red slanted eyes on it, she yawned before slipping out of bed and approaching the opening.

Leaning against the frame, the wind brushing gently against her red/brown hair as she looked for the source of the noise. Her bright silver eyes locking on to a strange figure that was shooting ropes from his hands and swinging above the street outside.

The light from the moon revealing the figure wearing a crimson and blue suit as he moved with great speed and agility through the air.

"Whoa," she said now fully awake. Rubbing her eyes to be sure that she was seeing what she was while the figure did a few flips in the air before shooting more ropes and swinging out of sight. "What was that?"

Ruby Rose barely slept the rest of the night. Wanting to stay close to her window hoping to catch the strange figure she had seen a second time. It wasn't until she heard her older sister yelling to her about breakfast that she broke away from her search, while wondering if she'd ever see such a sight again.

Little did the girl know, that their paths would cross sooner than she realized.

_**A/N: Another one down, with a slight cameo appearance to boot along with a future problem Matt will probably face in the future. Like last time guys, drop your reviews, tell me what you think, and I'll update.**_


	4. Spider of Vale

_**A/N: I'm really on a roll with this one. An let me tell you, writing stories about a favorite superhero or supervillan is actually pretty liberating. I think everyone out on this site should give it a shot and see how it goes. But enough gab, here's the next installment!**_

_**Disclaimer: I own nothing.**_

**The Vytal Times**

**"Vale's Mysterious Masked Hero!"**

**In the last month, reports of a masked vigilante have been on the rise. Victims of crimes ranging from simple muggings to attempted rapes have been saved due to this bizarre hero who, from witness accounts, possess the attributes similar to that of a spider. **

**Police are still baffled by the events, finding criminals strung upside-down from street lamps or trapped within large webs making it easier for them to be apprehended. "We do not know of his intentions, but he is helping my men on the street and protecting Vale's citizens. Vigilante or not, he has our thanks for his deeds." Police Chief Mathers said in an interview regarding the masked man.**

**When questioned, the victims that had been saved have said that the hero, who called himself Arachnid, showed abilities and skill on par with highly trained hunters and huntresses. Taking down criminals with precision and ease as though he were breathing.**

**One victim even claimed that he was able to 'dodge bullets' that were fired in his direction as though he knew where they would go. **

**Reviewing the accounts that had been taken, it has been discovered that 'Arachnid' is unbiased over who he helps. Many of the victims that had been saved were in fact Faunus who were being abused in one way shape or form. Members of the Faunus Rights Groups throughout Vytal rejoiced that such a person is out there helping their people when they needed it most.**

**This doesn't mean that he only helps the Faunus. A good number of humans have also been saved thanks to the vigilante which has many questioning on who he is and why he does what he does.**

**Regardless, citizens of Vale can sleep well at night with the knowledge that someone is out there helping law enforcement keep our streets safe. But like the many throughout the city, this reporter has to ask; who is this 'Arachnid'? And what are his intentions?**

**Only time will tell.**

Eyes scanning over the article before him, Matt couldn't help but chuckle as he read the words. At the top of the page was a blurred picture of him swinging into the night. Ever since he had started dealing with the scumbags that prowled the streets of Vale a month ago the local news has been eating it up. Folks had tried to snap pics of him but had been unsuccessful with how quick he could move.

There was even a smaller article under the one about his exploits offering Lien for any pictures of Arachnid that they could use in future issues.

_"Man, this looks so familiar that it's spooky."_ he thought as he laid the newspaper on the counter he had been leaning against before going back to what he had been doing.

_**"Guess someone in a mask is always hot news when they're kicking ass."**_ said Toxin while its host went about stocking shelves around the small store he had been working at the last three weeks.

After spending most of the time sleeping in web-made hammocks in various spots around the city while pickpocketing the thugs he knocked around so he could eat. Matt had managed to score a job at a supply store close to Downtown Vale. The place had been in pretty big need of extra hands, but since the store was run by a family of Faunus people sometimes avoided it.

Though that didn't stop the young hero from walking in and asking about a job helping out. The owner, a man in his late thirties with jet-black hair, dark eyes and grey fox ears was shocked that a 'human' would be so carefree and willing to work in a Faunus run shop, but didn't look a gift horse in the mouth and hired him almost on the spot.

Steffan Scarlatina was a decent man, he'd fought in the war for Faunus Rights and experienced a lot of things. On slow days he would tell stories about his time during the conflict, but was one of those that wanted everyone to coexist.

His wife Leanna was a kind and compassionate individual. Always warm-hearted toward anyone regardless of who they were. She had long brown hair that reached her back and light-brown eyes with a pair of long rabbit ears the same color as her hair.

The two also had a daughter, Velvet, who was the perfect combination of her parents. Though she looked a lot like her mother but with her father's eyes. She was a lot more shy and soft-spoken than her folks, when the two first met she blushed and hid out sight after mumbling a gentle hello. Matt could tell that she was hesitant because he was human, her mother telling him that she went to Signal Academy and was training to be a huntress. But since she was a Faunus she became a target for a lot of bullying.

This had pissed both Matt and Toxin off. Velvet was a sweet girl and didn't deserve that kind of treatment. So the young host went out of his way to make the girl feel happy. Talking to her, offering to help her around the store, doing his best to show her that he wanted to be her friend and that he wasn't like the assholes that treated her wrong.

For her part, the young Faunus always blushed and stuttered whenever he was nice to her. But he had gotten her to smile many times with his humor and antics. Her parents had seen this and couldn't help but feel a little pride at how the human they had hired was trying to help their daughter out of her shell.

Toxin more than once teased its host about how close the two were getting, but the teen brushed his partner off and went about his business. Though his face was a little pink which had the symbiote laughing in the back of his mind.

As for the job, it wasn't much. And the pay wasn't a grand as many would expect, but it was honest work and Matt was content with it. Especially since he got a good dose of excitement with his 'nightly activities'.

After taking care of the shelves in the front of the shop, he made his way toward the back and began organizing the storage room. Being the only on in the store, he used his enhanced strength to move crates and boxes around to their proper places before heading back out front.

The shop sold an array of things. Medical supplies, ammunition, books, dry foods, a few other odds and ends, and even a bit of Dust, all at pretty decent prices for anyone passing through. The Scarlatinas all lived in a three bedroom apartment above the shop which was very warm and inviting.

He knew this since he had been living in the place with them since first started working there.

After Leanna discovered that he was pretty much living on the street, she all but demanded that he stay in their guest bedroom until he could afford a place of his own. Saying that it wouldn't be right for someone like him to be homeless if she could help.

Matt couldn't help but treasure their hospitality and gave them part of his paycheck as compensation. It was the least he could do for giving him a place to crash, both he and Toxin having given up on the fact that there is a return trip back to their dimension in the future and decided to bare with their new surroundings.

_**"So, are you going to do it?"**_

_"What?" _Matt asked stepping back behind the counter and looking the paper over again.

Toxin mentally rolled its eyes, _**"The freelance photographer thing. It worked for Parker, why wouldn't it work for you as well. It would definitely get us a step closer to getting a little hovel of our own."**_

_"Go out and take pictures of myself so that the local papers can use them to make me look like some kind of asshole in a suit like the tabloids back home? Right, I'll get right on that."_ the teen thought back sarcastically.

_**"Come on, not every newspaper is as smearing as the Bugle was. You've read that article, it looks like the people of Vale like us and what we've done. Why not earn a little extra on the side for taking a couple of self-portraits?"**_ offered the symbiote.

He had to admit that the thought had crossed his mind more than once. And Toxin was right, Peter made a good living when he first started doing that as Spiderman. Even though Jameson was a complete and utter ass.

_"I'll give it some thought."_ he relented just as the door opened and Steffan walked through carrying a couple of boxes.

"Afternoon, Matt." he said setting the boxes on the counter. "Busy today?"

The teen looked around the shop, "Only two or three people came in. Been pretty slow." he admitted before helping his boss put things away.

When it was all said and done the wolf-faunus picked up the paper Matt had been reading and scanned the cover. "Looks like Arachnid's been getting more and more popular since he first appeared." he commented.

Playing ignorance, Matt just shrugged. "Seems so. Kinda makes you wonder what goes through his head when he's out there cracking criminal skulls."

"It's dangerous work. Any cop or hunter experience similar things, and yet here's someone throwing caution to the wind and taking on the role as a vigilante for the people here in the city. It's almost inspiring in a way." said Steffan putting the paper down and addressing his young employee. "Matt, I'm going to have to send you on a run to the bank and make a deposit. I'll stay and keep an eye on the shop."

Shrugging, the young hero accepted the bag full of Lien the man handed to him. "Anything else I can do?" he asked wanting to make the work day more worth it.

Steffan smiled, "Yes, take the rest of the day off. You've been working here non-stop with barely any time off. You deserve time to relax and enjoy yourself, so as your boss, this is an order." he said with mock sternness in his tone.

Matt gave him a salute, "Got it boss." both men chuckled as the teen headed out the door and began walking in the direction of the bank that was in charge of the store's accounts. Taking the time to slip into an alley and put the bag of money into his pant pocket that grew large enough to take it in and making it vanish into thin air all together.

Given Toxin's nature as a symbiote, it was pretty much a living, breathing, pocket dimension. Able to take in a variety of items and store them within itself until its host felt the need to withdraw them.

It was a useful skill, considering that he could hide almost anything on himself and no one would be able to locate it.

The trip to the bank was uneventful, both host and symbiote just enjoying the leisurely walk through the streets of Vale as the sun shined warmly above. The partners speaking through their mental link about the things they had learned and about where they should patrol later that night.

Hitting up the bank and depositing the Lien, Matt began to head into the direction of the market district when he heard a soft ringing coming from his 'pocket'. Reaching down, he withdrew his scroll and checked to see who was calling him.

After receiving his first paycheck at the shop, the teen had gone out and gotten the cell phone/PDA device in order for him to have a way of communication. Honestly, he was pretty sure that Tony Stark would have loved to get his hands on one of the devices given how more advanced it was compared to the phones in their home dimension.

Flicking the scroll open, Matt narrowed his eyes when he saw an image of Velvet smiling meaning that she was the one trying to contact him. "Vel? What's up?" he asked answering the call.

He heard a soft sniffle before his friend answered, "M-Matt, can you come pick me up from Signal?" Every one of his senses were on alert when he heard how upset she sounded.

"What's wrong? Did something happen?" he asked tensely, praying that she was okay.

"I...I'm fine. I just really need someone to be here to help me home. I didn't want to scare my parents, so I called you." replied the rabbit-faunus.

A soft growl pulled from Matt's throat before he calmed himself. "I'll be there in a few minutes. Wait for me out front." she gave an okay before hanging up. He pocketed the scroll and turned down an empty side street. _"If someone hurt her...there'll be hell to pay."_ he thought in anger as he made sure no one was around before crawling up the nearest wall to the roof before sprinting in the direction of the academy.

Leaping over the gaps between buildings along his journey. This worked well in his favor, because if anyone were to see him doing this they would just assume that he was a hunter attempting to get somewhere quickly and wouldn't question it.

But this was the last thing on his mind as he saw where he needed to be closing fast. His mind already preparing for something to happen.

X

Signal Academy was the equivalent of high school for hunters and huntresses in training. One of many academy's throughout Vytal where children from all over could come and become the best at what they wanted to do.

And for those that lived in Vale, if they had done well, they'd gain acceptance to one of the best schools throughout the kingdom. Beacon Academy.

The building resembled a large castle on the outside, and covered a large expanse of land on the outside of the city. And considering that Matt had been there a handful of times already it really wasn't that hard to find.

Dropping down a few meters from the front entrance to the property, the hero slipped his hands in the pockets of his hoodie and stepped on to the campus. Several students were milling around in the courtyard, hanging out with friends, studying, or just enjoying the bright sunny day. It made Matt almost miss going to school himself.

_**"Envious?"**_ asked Toxin feeling the emotions trickling through its host.

_"A bit. After you and I bonded school just became a bit too easy since you jacked up my mental capabilities."_ he thought back while he scanned the groups for any sign of his friend. _"But I guess I just miss the social interactions...that and putting the jocks in their place. That was always a gas." _

A small flash of brown a few feet away grabbed his gaze. In the middle of a large patch of grass was a single tree, and behind that tree a lone rabbit-ear was peeking out from behind the trunk. Heading in that direction, he walked around the tree and found Velvet leaning against it.

The rabbit-girl's was looking at the ground downcast and her ears were drooped in a fashion that mean she was depressed. "Vel?" he asked making her head snap up. "You okay?" he asked looking her over for anything out of place. Her usual outfit, a tan colored jacket with armor plating, knee-length boots and stockings that disappeared under a pair of brown shorts, looked to be in the same condition it was when she left home that morning. But something told him that she wasn't okay.

Turning her face to the side and wiping at her eyes before smiling at him. "I'm fine, I...just wanted someone to walk me home today. That's all."

_**"Bullshit."**_ Toxin said in the back of Matt's mind while the teen narrowed his eyes. "Velvet, I've known you long enough to figure out when something's bothering you." he put his hands gently on her shoulders and looked into her dark eyes. "Talk to me. What happened today?"

The rabbit-Faunus bit her lip and looked anywhere but the eyes that were boring into hers. No matter how much she tried to play certain things off, she couldn't keep anything from Matt. His carefree and sometimes humorous personality was infectious, but when he was serious it was hard to disrupt him from figuring out the truth.

Velvet couldn't help but like that about him.

"I...It was nothing, really." she said hesitantly. When she looked at Matt his gaze hadn't changed, still waiting for her to continue. "Matt, really. I'm fine, can we go, please?"

Knowing she wasn't going to budge, the hero decided to just let it go this one time. With a nod he motioned with his hand and the two of them began walking toward the exit. "Well look at this, the little freak has a boyfriend."

The two stopped and turned to see a large built teen approaching them being flanked on both sides by two other guys. Matt narrowed his eyes at the offender, he wore a partial suit of armor with an eagle embroiled on the chest-plate and a mace tucked into his belt, slicked back brown hair and a holier than thou smirk on his face. The host immediately didn't like the guy when he saw the tell-tale racism in his eyes when he looked at Velvet.

"Who would have thought carrot-breath would have gotten her paws on a guy. She must be in heat." the guy snarked getting his cronies to laugh.

Matt noticed Velvet shrink back behind him, a soft whimper coming out of her as she tried to make herself as small as possible. _"Oh...I'm gonna have fun with this bastard."_ he thought darkly Toxin grinning in the back of his mind at what its host had planned.

"And who might you be? Judging by your entourage, you must think you're some kind of big shot around here." he said evenly, crossing his arms over his chest.

The jerk repeated the action and just smirked. "Names Cardin Winchester, pal. You better remember it, cause its going down in history."

"Ah, I see." Matt said nodding slowly before addressing the two behind him. "Uh, out of curiosity, do you two take turns kissing his ass? Or are you each assigned a cheek?" Their smirks vanished in an instant and was replaced with scowls.

"What'd you just say to us?" asked one of Cardin's followers now tense.

"Just speaking of an observation, I mean I can practically see your lips already gravitating around his backside so I just assumed. But that does lead the question of whether or not you do it because you're sponging off his so-called popularity, or because you like the flavor?" the hero continued in a casual tone.

Both thugs went to charge him but were stopped by Cardin's arms, sending them both a look that told them to back down. "You got a big mouth on you. Better watch it, or you'll find yourself in a world of hurt." he said cracking his knuckles. By this point a small crowd had started to gather seeing a possible confrontation.

"Easy there tiny, no need to get all dramatic." Matt said not at all threatened. "Speaking of which," he pointed at the mace on the other teen's belt. "Judging by the size of that weapon and the fact you're obviously got an addiction to a bench press, can we assume that you're overcompensating for something?"

A few snickers went through the crowd while Cardin gnashed his teeth. "What the hell did you just say to me?!"

"I mean, why else would you pick on a beautiful girl like Velvet here? Obviously you and your fellow apes over there can't find women slutty enough to over look your, _little problem_, so you pick on those you'll never get in this life time or the next." Toxin was chuckling as it's host continued to emasculate the muscle-bound bully in front of his peers.

Velvet was blushing atomic-red, covering her face with her ears. Cardin was turning red as well, but for a completely different reason, his hand slowly twitching toward the mace on his belt wanting to crush Matt where he stood.

"Keep it up you little asshole! They won't find enough of you to make an ID when I'm done!" he raged, grasping the handle of his weapon.

Matt put his hands on his face and made a mock expression of fear. "Oh lord! Someone help me! Tiny's gonna hit me with his scary stick of death!" he dropped the facade and looked serious all of a sudden. "That's the thing about jerk-offs like you. You're all talk. You spend your days strutting up and down the halls like you're a gift from the gods when in actuality you're not shit to anyone. Just another tough guy who relys on mommy and daddy to help make a name for him."

A hushed silence fell through the courtyard, Cardin looked ready to murder Matt where he stood and his cronies were ready to back him up if he did. The hero leaned in close, "The truth hurts...doesn't it, _Car-din_." that last sentence lit the powder keg.

With a battle cry, the larger teen charged Matt. Mace held high to cave in his skull. The hero pushed Velvet out of the way as he met his attacker head on, ducking beneath the haymaker of a strike and spinning around while sticking his left leg behind Cardin's right one. Before the knight had a chance to register this Matt's elbow slammed into his nose hard enough to break it, the attack throwing his opponent off enough to grab his outstretched arm and use the leverage to throw him off to the side with his enhanced strength and making him bounce twice on the ground before coming to rest several meters away.

All in attendance were stunned, to see Cardin Winchester of all people getting tossed aside like yesterdays garbage by a total stranger was something almost beyond comprehension. While the bully tried to get back to his feet, Matt regarded his entourage and tilted his head, "Well, dipstick one and two, care to try your luck?"

That snapped them out of their stupor, drawing their own weapons and charging the young host with the hope of running him through. Smirking, Matt just bent his knees and jumped into the air, flipping over his attackers and coming down with his booted feet slamming on to the back of their heads and sending them crashing to the ground face-first.

Noticing they were out cold, the hero felt his spider-sense flare and spun around in time to block Cardin's forearm mid-strike. The spikes of his mace an inch from his face as he grinned at the shocked expression on the other teen's bloody face. "Now, now, is that any way to treat a guest at your school?"

He kicked the hunter in training in the stomach hard enough to make him double over. Driving his knee in to Cardin's chest and sending him sprawled out on to the ground, his mace hitting the ground next to him.

Matt shook his head, walking over and kicking the weapon out of the other teen's reach as he knelt down and looked him in the eye. "You're suppose to be a hunter, yet you waste all your energy terrorising good people for your own sick pleasures. The Grimm are gonna chew your ass up and spit you back out."

Cardin tried to get up again, but was pushed back down when Matt stood up and pressed his boot down on to his chest. "Here's some advice, _pal_. If I find out that you're harassing my friend for being who she is you'll be seeing me again. And next time, it won't be half-assed jokes I'll be throwing at you."

Stepping off the downed bully, Matt walked over to Velvet and smiled. "Now, I do believe I owed my friend a nice walk home." he bowed to her and swept his arm toward the entrance, "Shall we?"

The rabbit-faunus, despite being shocked at the turn of events that had occurred, giggled at his antics as they walked side by side off of campus and back toward the shop.

Back in the courtyard, the crowd started to disperse while talking amongst themselves about what they had bore witness to. Cardin and his fellow jerks slowly picked themselves up and tried to salvage what they could of their dignity as they skulked off, vowing to get even with the one that had done this to them.

When everyone was gone, only two people remained watching the two friends walking away. "Wow, did you see that?" Ruby asked after seeing the one with Velvet take down three future hunters with such ease.

"Yeah, bout time someone put Cardin in his place." Yang said grinning. "Kinda makes me wonder what else he can do in a fight if he's that fast and hits that hard."

"Who do you think he is?" asked the red-cloaked girl.

The blonde-brawler shrugged, "Dunno...but I wouldn't mind finding out sometime." she said before turning to her sister. "Com'mon, better get home before dad does."

X

Matt and Velvet walked mostly in silence. The hero asking his friend about her day and if she learned anything new as they walked along the streets.

The young faunus talked about her classes and combat practice. But after a while she couldn't help but ask the one question on her mind since they left the campus. "Why did you fight Cardin? We could have just walked away." she said after a while.

"Because he was hurting you and letting him get away with that went against everything that I am about. Violence may not always be the answer, but it sure as hell gets the point across with those that are too thick headed to think in a straight line." came the reply as they kept walking.

Velvet looked at the ground and sighed, "Mom always told me that violence never solves anything, and can always breed more hate."

Matt sighed as well and stopped, having his friend stop next to him. "She's right. But if you're in a situation where you're well-being or the well-being of others is threatened, then you have every right to defend yourself." he saw her open her mouth to refute and stopped her, "And don't use that excuse that your a Faunus and have little to no rights. No one should have to put up with that shit."

She bit her lip in thought, "I'm...I'm not..." a hand touched her shoulder and she looked up to see Matt smiling at her. "You are strong enough, Vel. You just need to have more confidence in yourself. Don't let any of those assholes tear down who you are because you're different."

The rabbit-girl smiled, no matter how down or upset she became he knew just the right words to pull her out of it. "Matt, thank you."

"You don't need to thank me. You're a friend, and I'm always there for my friends." they started walking again. Barely making it a couple of feet when a fire truck flew past them blaring its siren before disappearing around the corner. "What's going on?" the two looked at one another before running after the emergency vehicle.

A few blocks away a crowd had gathered around a small apartment building that was currently on fire. Police having blocked off the area while firefighters combated the blaze with water-pressure hoses ans shouting back and forth between one another.

The two teens approached the back of the crowd just as one of the officers stopped a woman from running back into the burning building. "Ma'am! You can't go in there, the building could collapse at any time!" the cop tried to reason.

"But my baby's in there! Please I have to get her she's all I have left!" the woman screamed trying to get through.

Velvet looked striken at the woman's plight. "Oh Dust, Matt what do you thin-Matt?" she looked around and found that her friend had vanished. But before she could question where he went she heard someone close by shout. "Look! Up there!"

All eyes went skyward as a crimson and blue blur swung through the air.

X

Matt had shot toward a nearby all and shifted into his suit at breakneck speeds. A new addition having been made a while back which was a black spider-symbol in the center of his chest that had the upper two legs arched up over both shoulders and the lower two legs going round his hips, tips connecting with a similar symbol on his back.

_"Tox...I know you have a little more strength against fire unlike Venom and Carnage..."_ he hesitated. Even though the symbiote could withstand heat better than its ancestors, it still hurt his friend and partner to some degree.

_**"I'll be fine, save the child!"**_ Toxin fired back as Matt shot a webline and catapulted toward the burning building. Ignoring the shouts from the crowd below as he swung around and crashed through the window of the third floor.

Smoke was everywhere making it hard to see, and the heat in the room made his partner tense a little. "Not much time, gotta find the kid." the teen said out loud as he began searching the place. Doing everything he could to avoid the blaze as it burned out of control. Throwing pieces of furniture aside just as he heard a loud cry from down the hallway.

Not even thinking twice, he leapt over a few fallen beams and ran toward the source of the sound. Kicking a door in and finding a nursery where a baby in a pink onesie was kicking and screaming in her crib.

In a second he was across the room and scooping the barely 16 month old little girl in his arms, cradling her to his chest to protect her as he began making his way toward the exit.

His spider-sense flared and he leapt back as several beams collapsed on to the doorway sealing it completely. The smoke was getting worse, the baby's health was at stake if he didn't get them out of there quickly.

Spinning around, he began running back the way he came in. His spider-sense going off again while he moved. _**"Matt the ceiling's coming down! MOVE!" **_Toxin shouted through its discomfort as the teen pushed harder. Throwing himself out the shattered window just as the ceiling caved in behind him.

Snapping out his free hand, he fired a webline and swung down to the ground. Landing softly in front of the stunned crowd and emergency personnel. The mother broke free and ran up to him as he handed the child over, "Don't worry, your baby's fine." he said as the woman swept her into her arms and kissed her all over.

"My baby girl." she said crying tears of joy before looking at the hero. "Bless you...bless you..."

Matt couldn't help but smile behind his mask, seeing mother and child together and safe. It was one of the things he always loved about doing this. His reveer was broken when clapping could be heard, and soon everyone within the crowd was doing it, police included, as they started cheering.

All of it for the young hero for what he had done.

The hero gave a two finger salute before firing another webline and launching into the air. Swinging around several buildings and disappearing from sight. Everyone who had seen him and what he had done would never forget that moment.

Velvet kept her gaze locked on where the hero had gone and jumped when someone tapped her on the shoulder. Whirling around, she saw Matt standing behind her. "Matt?! Where were you?" she asked a little startled at his sudden appearance.

"Tried to talk to a couple of cops when Arachnid showed up. Sorry for making you think I ditched you." he said scratching the back of his head.

The rabbit-faunus breathed a sigh of relief before looking toward the reunited mother and child as they were looked over by EMTs. "It was amazing, wasn't it? He saved her so quickly."

"I know, gotta give the man credit for risking his life like that. At least everyone's okay." he discreetly unwrapped a candy bar he'd picked up on the way back and allowed Toxin to consume it. Thankfully the symbiote would be back up to full strength in a few hours after their little run through the inferno.

_**"It was worth it..."**_ his 'other' said before going silent to rest.

After a while, the two teens continued their way back home. All the while hearing the buzz through the people on the streets about Arachnid and what he had done. A news crew who had been on station capturing every moment and would be putting it on the air that very evening.

None of them the wiser that the hero in question walked right through their midst undetected. A small smile on his face the whole way.

_**A/N: And BOOM! Another one down. And before any of you get any ideas there still aren't any pairings yet. The relationship between Matt and Velvet is platonic at best for the time being. But that can change depending how the rest of the story goes.**_

_**A few more cameo appearances, and interactions with the RWBY girls will be starting next chapter. So stay glued to your screens boys and girls, cuz there could be a new update around the corner.**_


	5. The White Fang

**_A/N: I think I've finally hit my stride with this story. And I know a few of you are still skeptical about this one falling into hiatus as well, but I won't let that happen. And there won't be any more new stories until this one and the other two are finished._**

**_For this installment, the first part was originally suppose to be the end of the last chapter. But I decided to carry it over to the next one and have a little bit of shock value right off the bat. I'll let you be the judge._**

**_Disclaimer...shit nothin'!_**

Another week had come and gone after the incident with the fire, and by that point all of Vale had seen what he had done. The footage of him saving the infant from the burning building being broadcasted on every network all across Vytal had kicked up a lot of attention amongst the people. Now everyone everywhere was trying to get a glimpse of the masked hero.

But more than that, the criminal element knew of him as well. Those who thought Arachnid was some kind of myth were now being more careful when they went out to start trouble. But in the end, they still got careless and were taken down just as easily.

X

In the dead of night, a thug hit the ground groaning before he was dragged up into the air and hung upside down from a street lamp alongside his three friends. All of them cocooned in dark-blue webbing with strings of red in it.

"Don't worry, they usually pick up the trash around six in the morning." Matt said dusting his hands off before crawling up the side of the closest building toward the roof. The last week had been rather easy going, ever since he was on the news many of the criminals around Vale wised up and decided to lay low. Though a select few were rather stubborn with their acts.

Lately, however, there had been reports of several shops around the city being robbed. Strangely, the perpetrators didn't take a single Lien from the targets. Instead, they stole large amounts of red dust in both crystal and powdered forms.

Matt read up more on the energy source of this world and how it was used as energy and in some cases weaponry, and each color had a use that matched an element. Ice, Lightning, Kinetic Energy, each one with its own purpose. Red dust was fire, and could be extremely volatile. So whoever the hell was stealing it had something pretty bad planned if all of the events were connected.

This was one of the reasons why he stayed out longer than usual, wanting to catch the crooks and figure out why they needed so much of substance.

Looking over the city with sharp eyes, the teen yawned loudly as he kept searching for trouble. _**"You need sleep."**_ Toxin said in the back of his mind. _**"I may give you a boost in energy, but you can't keep pulling these all nighters. You can't catch these guys if you're tired."**_

"You're probably right." Matt said rolling his head from side to side. Giving one last glance around him, he fired a webline and began swinging back toward home. Gaining speed and height the farther he went, jumping off the last line and latching on to the side of the Scarlatina's building and crawling through the open window leading into his temporary bedroom.

It was small and simple, just a twin sized bed tucked into the corner with a desk on the opposite wall next to the door. A closet took up the farthest wall where a good portion of the possessions he had gathered during his time here were kept for safe keeping.

Despite it not being all that much, it was comfortable and was more than enough until he could afford his own place. And he'd always respect Steffan and his family for taking him in like this.

Letting out another yawn, Matt's suit shifted into a red pair of pajama pants and a black wife beater as he crawled into bed. Exhaustion taking him quickly as he fell into blissful slumber, his symbiote partner not far behind but still keeping his senses sharp in the off chance any harm came their way.

A few minutes passed before the bedroom door opened a crack, a head of brown hair and a pair of rabbit ears peered inside. Looking at the one asleep in the bed for a moment before closing the door again. Velvet slowly slipped back into her room that was right next to Matt's and got back into her own bed.

She always had a feeling that something was off about her friend. Especially with how illusive he was when it came to his fighting prowess.

At first she played it off as him just being unique, but after watching him fight Cardin she wasn't so sure anymore. Then there was the incident with the fire and how he disappeared. The young Faunus knew right away that he had been lying about where he was, and when they got back to the store her hightened sense of smell picked up the traces of smoke and ash on his skin.

Velvet never liked to jump to conclusions, always wanting to figure everything out before following through with them. But even her parents were starting to notice him sneaking away every night until the wee hours of the morning. Matt was good at not drawing attention to himself, but he was living under the same roof as a family of Faunus and not regular humans.

Her father had already connected the dots, her mother not long after, but neither of them wanted to call him out on it. If their guest wanted to come clean about who he really was then it was his business to do so and they wouldn't force him. Regardless, it didn't take away how surreal the situation was.

_"I can't believe I'm friends with a superhero."_ the rabbit-girl thought smiling before drifting off to sleep.

X

The next day was a bit overcast with the promise of rain. Steffan closed the shop early saying that him and Leanna were going to visit some friends outside of Vale. Velvet had school, so this left Matt to his own devices for the day.

Spending a couple of hours just wandering the streets and checking on the vendors that were still open. He found himself in front of a weapons shop looking at the various armaments that were on display in the window. _"Maybe I should think about getting a weapon sometime."_ he thought looking at the different kinds of guns that could convert into melee weapons.

_**"Why would you when you've got me?"**_ asked Toxin a little curious.

_"Self defense, still trying to keep a low profile about who I am and I wouldn't want to freak people out by throwing knives, spikes and bladed tendrils out of nowhere."_ Matt thought back before moving on. _"That, and having your 'clothes' change into weapons can be disconcerning for some as well."_

The symbiote sighed, _**"Still don't understand why you keep us a secret. Hunters and huntresses don't hide behind a mask when they're fighting criminals and Grimm, why should we?"**_

It was a question the two had been debating about for a while now, and it was one that always had a tricky answer. _"At first, I would have agreed with you, Tox. But since we've gotten so close to the Scarlatina's..."_ he trailed off leaving his meaning to be understood without words. His thoughts drifting to the Faunus family and all that they had done for them, the last thing he wanted was for anything bad to happen to any of them...especially Velvet.

She was the only friend he had in this world, and at the moment, friends were one of the only things that he treasured above anything else.

He kept walking for a while, letting his mind wander and continuing his conversation with his 'partner' when he realised that he had wandered into the more lower-class oriented part of Vale. Unlike the rest of the city, this place was less kept, garbage fluttered through the streets, several buildings looked rundown and old, some even condemned. It was like Brooklyn's Lower-East side on a very bad day only all the time.

But the linchpin of this place was the fact that its population was mostly Faunus. Families upon families of them who couldn't afford proper housing or jobs thanks to the lack of rights they had been given.

Matt clenched his fists seeing this place. He'd come here at least three times a week and stop several groups of drunken humans who came here looking to start trouble. The Faunus didn't deserve this kind of treatment, no one should have because they're not like anyone else.

If there was one thing that he had learned from Charles Xavier when it came to mutant rights, it was that equality was the only way to achieve peace. Though reaching such a thing was an uphill battle that seemed never ending.

His musings were stopped when he felt something bump into his foot. Looking down, he found a dirty red ball rolling back and forth by his boot. His eyes flicked to a group of four kids that were all looking at him with anxiety in their eyes, each of them having features that defined them as Faunus from different kinds of animal ears to tails.

Reaching down, he picked up the ball and gently tossed it to a little girl with black hair and bear-ears who caught it in her little hands. Giving him a strange look as he just smiled back before continuing on his way.

_"I can't blame them for their fear and uncertainty."_ he thought sadly, noticing several people around him giving him scandalizing or questioning looks. Why wouldn't they? Humans rarely came around this part of Vale.

"You look lost."

Matt stopped next to a worn down wooden stand that sold various knickknacks. An old man with a long white beard and scraggly hair sat in on a stool hunched over slightly, a pair of old, ringed antlers coming out of the sides of his head that were slightly cracked with one of them broken in half in the middle.

He gave the teen a curious look before smiling, "Most humans don't come around these parts. So what brings you here?"

The young hero shrugged, "Just going for a walk, sir. I'm not here to start trouble for anyone."

Nodding, the old man leaned back in his seat. "Believe me son, when you've been around the block as long as I have you know trouble when you see it. And you're the farthest thing from it that I've seen in years." he held out his hand, "Xen Mortis."

"Matt Nolen." Matt replied shaking his hand.

"So, I can assume that you don't have a problem with me and mine?" Xen asked.

"I have nothing against the Faunus at all. In fact, I think it's complete and utter bullshit the way you're treated...uh, pardon the language." the teen said a little embarrassed by his slip up. But relaxed when the old man chuckled.

"I've heard far worse in my day, son. Nothing to worry about." he ran his fingers through his beard in thought, "Someone who speaks so strongly about our mistreatment is almost rare these days. Especially with the way the White Fang are doing things now."

Matt nodded, "I can understand that, but I know for a fact that the actions of one group should never affect the species as a whole. We humans are no better in that regard either. You judge someone by their character, not by their appearance."

Xen smiled, "Open-mindedness, good to see the youth of this day in age still has it."

The teen looked around him and sighed, "Sadly, the rest of the world fails to do the same. What is so wrong with everyone having the same freedoms? The same rights? And the same chances?"

"Fear, son." the old man said now serious. "Fear of that which is misunderstood or different. It breeds hate, which in turn breeds violence. It also has the ability to corrupt even those with the purest of hearts, and those in power use it as a weapon to further their goals. The greatest evil that one can face, is the ignorance of those who are suppose to be good."

It was hard to believe that he was having such a deep and in-depth conversation with a complete stranger. But Matt couldn't help but fall into the man's words of wisdom. Toxin remaining completely silent as it too soaked in the words of the elder Faunus.

"I take it you've seen a lot of horrible things..." the hero said as he absently looked over the man's stand and the various things he had on display.

Xen smiled again, "Enough to see that you've seen your fair share of evil in the world." he said causing Matt's head to snap up. "I can see it in your eyes. You've faced great trials, physical and emotional. Endured hardships and fought things I myself probably wouldn't understand...I can also see that you have suffered great loss, but thrived in order to prove yourself to the ones you loved."

He had to shake himself to get his mind on straight again, letting go of the cross around his neck that he had unconsciously grabbed on to while the man had ben speaking. Matt couldn't believe how accurate the Faunus had been...and they'd only been talking for less than 10 minutes! "True on all accounts, but I push onward. Life's too short to let the past destroy you."

The old man nodded, "Very true." he waved his hand over the stand. "See anything you like? I don't have much, but it's something." Going back to the stand, the young hero paused when he caught sight of a necklace that stood out.

A white-gold chain that was attached to a purple crystal that was two inches long and one inch wide shaped like a triangular prism. Getting a closer look, Matt's eyes widened, "Hay, is that...purple dust?" he asked picking up the jewelry carefully.

Xen nodded, "Indeed. Unlike the more common dust pieces that are refined, it was never discovered what purple dust was capable of. No matter what refinery experts and scientists had done, the power of this variant of it remained inert. So they just threw the pieces away, believing them to be failed experiments."

Putting the crystalized dust up to the light, Matt couldn't help but be drawn to it. "How much?" he asked turning to the stand owner.

"Normally, I would have charged 10 Lien for that." said the elder Faunus. "But since you took the time to stand here and listen to an old man rant, it's on the house."

Not wanting such kindness to go un checked, the young hero pocketed the necklace and drew out 20 Lien before laying it on the counter. "Consider this a gift then. For passing some knowledge on to the newer generation." he gave the man a small wave before he started walking again.

Taking the money that had been left for him, Xen watched the teen as he continued to walk. "That young man, has a powerful soul." he said to no one and smiled. "He will do great things one day. Very great things."

X

Instead of heading back home right away, Matt decided to explore the lower part of Vale for a little while longer. Garnering a lot of odd looks from the people that lived there since he seemed to be rather at peace with everything around him.

There were several other stands like Xen's on a few corners and he checked them out on his trek before doubling back and heading another direction. This part of the city looked a bit different from the ground compared to the rooftops, and even though it wasn't what many would consider 'proper housing', the folks around here seemed to make the best of what they had.

_"They have a good sense of community around here."_ he thought while walking through a small park. _"They still deserve so much better though."_

_**"Until the humans around here wise up and see the damage they're causing, it's never going to get any better."**_ said the symbiote. _**"Perhaps we can make a big enough difference to show them those errors."**_

Matt narrowed his eyes while he thought about that, _"...maybe..."_ He blinked when he heard his scroll chime. Taking it out, he found a text message from Velvet waiting for him.

{ Home from Signal. Where are you? }

He typed back a quick reply and pressed send;

{ Went for a walk around the city. Heading back in an hour or so. }

The device chimed with another message a second or two later;

{ Okay. Mom and Dad just got home too and where wondering where you were. See you soon. }

Smiling at the rabbit-faunus's words, he slipped the scroll back into his pocket before doing an about-face and heading back toward where he had come. Deciding to take his time getting back instead of swinging along the buildings.

_**"When are you going to admit you have a thing for rabbit-girl?"**_ asked Toxin in a teasing tone.

_"She's just a friend, Tox. We've gotten close in the last five weeks since we first got here, but I don't see us getting to that level at this time."_ the host thought back while rolling his eyes at the symbiote's antics. _"Besides, I need to focus on making sure we're secure here in this dimension before even thinking about something like that."_

_**"What you **_**need**_**, is a mate. You never went for any of the women back home for one reason or another, and now we're in another world filled with potential females that would give your boring life some meaning."**_

Matt chuckled, _"Boring life huh? We beat up criminals and other dirt bags while saving people we don't know for a living. How do you consider that boring?"_

The symbiote took a few moments to chew on that one, _**"...okay, so maybe our lives aren't **_**that**_** boring. But still, your social life could be a lot better...and definately more entertaining on my end."**_

_"Great...my everyday existence is a real life sitcom for my symbiote-partner. Don't I feel great."_ the teen snarked back as he rounded another street corner-

-Only to stop cold and jump back behind the building, back against the wall as he peered down the street where a group of seven thugs stood surrounding Xen's stand. Each one was either equiped with pistols, sub-machine guns or swords, all of them wearing black body suits with white armor and masks baring red markings.

_"White Fang."_ Matt thought darkly as he watched the man in front of the group, the obvious leader, wearing a black mask that covered the lower half of his face with fire-red hair tied back into a pony-tail. A tail the same color as his hair was coiled around his waist and a pair of large metal gauntlets covered his hands and forearms, a pair of yellow slitted eyes narrowed at the old stand owner who glared right back without fear.

"We know you are in possession of one, old man." the leader said in a tone that sounded like a feral animal. "Tell us where it is!"

Xen leaned back in his seat, "I sold it. It could be all the way across Vytal for all I know." he said back calmly.

"Who did you sell it to?" demanded the leader.

"He never gave his name, I see so many people on any given day it's hard to keep track at times." the elder Faunus replied.

The White Fang thug growled deeply, arms snapping out causing two long serrated blades to snap out of each gauntlet. He slashed the air lightning quick causing the old stand to split in half with little to no effort. "You know who I am." the red-head hissed while pointing the bladed weapons on his right arm at the man, "And you know what I'm capable of. So I suggest you cough up any information you have before I do the streets a favor."

Xen looked back impassively, ignoring the weapon aimed at his face. "I do know who you are, Crimson Blade. And I do know what you have done. You're an assassin for the White Fang's new leadership, they only send you out to dispose of any loose ends whether it be human or Faunus." the older man's eyes narrowed, "How can you sleep at night, killing your own kind the way you do?"

The assassin, Crimson, just chuckled. "They aren't anyone who didn't deserve it. Human sympathizers who believe that we can actually co-exist with those racist throwbacks. We are evolution, we're stronger, _better_ than they could ever hope to be. Yet they hold all the power in the kingdoms."

He held out his hands, "Change is coming, old man. The White Fang will be sure that we are the ones overruling this world. And will silence any and all that stand in our way." he approached Xen and leered down at him. "Now, for the _last_ time. Where. Is. It?"

Throughout the conversation, Matt had crawled up the building he was hiding behind and moved across the rooftops until he was crouched on the one above the stand and the White Fang thugs. Shifting into his suit and bracing himself as he picked a target.

Finding an opening, he jumped into the air and dived toward the ground. Firing webbing directly into the faces of two of the White Fang thugs and blinding them before taking both to the ground hard. The rest of the thugs saw their comrades go down and went on the attack. One raising his sub-machine gun and began spraying rounds in the direction of the hero who used his enhanced reflexes to weave around them, firing a small glob of webbing that clogged the guns barrel.

Looking at his weapon stunned, the thug was grabbed by the front of his armor by a webline and yanked forward. Matt ducked as the terrorist flew over his head and crashed into another that was coming at him from behind with a sword.

The other two thugs raised their weapons only to have their arms grabbed, the hero kicking them both hard in the chests and staggering them as he leapt up and spin-kicked them away from each other. Crushing the guns in his hands before spinning around and stopping a sword from stabbing him in the back.

Surprising his attacker, Matt waved his finger in the air in a nuh-uh motion. "Now, that wasn't nice." He shoved the sword away and double-dropkicked the Faunus in the chest sending him crashing through a couple of garbage cans. "Then again, neither was that." He turned toward the leader and growled.

He had Xen positioned in front of him, wrist blades poised at the elder man's throat as he narrowed his gaze at the masked hero. "Well, well, you must be this 'Arachnid' everyone all over Vale has been in such a buzz about." He looked Matt over critically, "I was expecting something a little...more."

"I could say the same about the White Fang." the teen fired back looking at the beaten thugs. "Everyone makes you guys out to be some big, scary organization. Yet so far I'm not that impressed."

The assassin chuckled as he tossed Xen aside, the older Faunus grunting when he hit the sidewalk as the red-haired thug stepped forward. "We've seen what you have done, spider. You swing about saving the lives of those that are undeserving. Yet at the same time, you protect our kind, this makes my superiors wonder whose side you are on."

"I'm on no one's side, sling-blade. Though I don't expect you or your thugs to understand the ideal of actually helping those in need. You seem to like unwanted destruction and chaos, and that's more than enough for me to want to kick your ass." said the hero preparing to fight.

Crimson chuckled as he ran his wrist blades against one another, sending out sparks as he crouched low like an animal ready to pounce. "You fight well against simple grunts. But you have yet to face a real challenge."

"Then by all means," Matt said giving him the come-on motion. "Come get some."

The Faunus charged forward, his speed much quicker than that of the lower level grunts that had been taken out. The spider-hero jumped left, his opponent's blades missing his side by very little as he spun around and swung a punch toward his back.

Looking over his shoulder, the assassin rolled forward away from the strike. Getting to his feet and spinning around to face his quarry. "Hmm, fast." he grinned ferally beneath his mask. "Lets see just how fast you really are." with that he charged again.

Matt's spider-sense went haywire as he started dodging and blocking strikes left and right. Avoiding the razor-sharp blades using his quick reflexes as he tried to find a gap in his defense. Throwing in several strikes that missed their target as the two became a blur of movement.

_"Let's kick this up."_ the teen thought as he snapped an arm forward, sending a bladed tendril out in a wide, sweeping arch that forced Crimson to leap up over it. Opportunity now open, Matt fired two weblines at the assassin. But the Faunus managed to twist himself and avoid the strands at the last second and deliver a corkscrew kick to his chest.

Skidding back, but remaining on his feet, Matt crossed his arms and slashed them both in the air in front of him sending a volley of hardened shuriken at his opponent. The assassin bringing up his gauntlets to deflect them. "Full of surprises aren't you? How many more do you have-"

"Surprise!" Crimson looked up in time for a fist to connect the side of his face and send him hurling back. The strength behind the attack making his neck and face ache from the force as he landed in the street, backflipping to get to his feet.

"Didn't see that one, did ya?" the hero said while getting ready for another round.

Standing still a moment, the assassin removed his mask revealing a pale, angular face with two dark scars on either cheek resembling whiskers. A trail of blood leaked from his lip from the last punch that he licked at with his tongue while sending a wide grin at Matt. "It...has been a while since I've tasted my own blood..." he said eerily.

Matt cringed a bit behind his mask, "Oh christ, you're one of those guys with a blood-fetish aren't you? Man, why can't I ever get a bad guy that's normal?"

Crimson held his arms off to the side as a strange red light began to gather around his body. Wisps of energy swirling around his arms and causing his blades to glow brightly as though they'd just come out of a forge. "For drawing first blood, you will have the honor of seeing my semblance...but you will not live to speak of it to anyone!"

In a moment he blurred out sight. Matt's spider-sense screamed loudly and he jumped up just as the assassin reappeared behind where he had been standing. Wrist blades slicing into the ground as easily as if it were butter.

Latching on to the side of a building. The teen had literally a second to take a breath as Crimson came after him again, shooting through the air like a red-glowing missile with his blades in the lead.

He flipped over his attacker, grabbing him by the shoulders and hurling him away from the building and shooting a webline after him. Crimson flipped in the air, slashing the line fired at him before rebounding off of a street lamp and coming after the hero again.

Matt rolled back out of the way of the attack, grabbing the man's gauntleted arms and slamming him into the side of the building hard enough to crack the nearby windows. The assassin grinned at him, kicking him in the chest and sending him away before jumping after him.

Firing two weblines while airborne, the spider-hero sling shotted himself forward and tackled Crimson. Both of them crashing through the window of an abandoned apartment. "It's a shame you won't join us. We could use someone like you in the White Fang." the assassin said kicking a broken coffee table at his opponent.

Swatting the projectile aside, Matt fired a webline and grabbed an armchair. "Yeah, just what I need. Being a terrorist on my job resume!" he shouted while swinging the furniture like a large flail at Crimson.

The assassin brought his blades to bare and sliced the armchair to ribbons before blocking a flurry of punches aimed for him. A couple managing to get through causing him to stagger as the hero grabbed him by the arms and threw him through the wall into the disheveled bedroom.

"Is it terrorism, or survival!" Crimson shouted back swinging his weapons. Matt shifting the left forearm of his suit into a shield to block, changing his right into his own blade and counter attacking while the White Fang member continued speaking. "Humans have kept us underfoot long enough. Now it's our turn to be the dominant race!"

The teen leapt over a strike that could have taken his legs off, launching a front kick that was blocked by the man's gauntlets. The power behind the attack denting the hard metal, but not hindering his opponent who threw a kick of his own that Matt caught, using the momentum to hurl the assassin across the room.

Crimson spun and rebounded off the wall and flew at the hero, slamming his shoulder into his midsection and sending both of them out the bedroom window and back outside.

Matt fired a webline to right himself as he landed back in the street, the Faunus landing on all fours like a cat before standing back in his hunched over position. They remained this way, glaring at one another before they suddenly launched forward.

The sound of metal ringing out could be heard throughout the street as the two moved around one another in a dance of death. Blocking, dodging, and attacking with ferocity that many would be weary of. Both looking for a weakness in the defense of the other as they tried to gain the upper hand.

But after a while, the hero began to see slip ups being made in the assassin's movements that weren't there before. _**"His aura's weakening!"**_ Toxin exclaimed. _**"Prolonged use of his semblance, finish it!"**_

Ducking around another slash aimed for his head, Matt landed a hard right-cross to the man's face. The other set of wrist blades coming around forcing him to spin right and send an elbow hard into Crimson's gut, warping his armor inward and doubling him over.

Cocking his fist back, the teen pumped as much strength as he could into his arm as he launched it forward. Muscles bulging through the suit as a thunderous uppercut landed against the assassin's jaw sending him skyward. Wanting to make sure he finished him, Matt fired a webline that attached to the man's back, pulling with all his strength and sending him slamming into the pavement and cracking it on impact.

Silence rained through the street, save for the steady breathing coming from the spider-hero and the wheezing from the downed White Fang thug.

Crimson coughed, a small amount of blood spurting from his mouth as he chuckled. "You can't save them all." he said as the red glow around him dissipated completely. "No matter what you do, there will always be death. Your heroics can't prevent every act that will be committed. Soon, oh so soon, you will see the meaning behind my words. You have no idea what you are up against."

Matt walked up and stood over him, "Not if I make sure scum like you aren't around to cause it. And _you _are the ones who don't know what you're up against."

The assassin just laughed again, "We shall see." his hand pressed something on his belt and an explosion of light and sound blinded the teen for a moment. By the time it cleared up, Crimson was gone, leaving the small crater in the street where he had been laying.

"Dammit." Matt cursed before noticing that the six other thugs he had knocked out were still there. Taking the time to make sure they didn't escape before going over to Xen who had returned to his seat despite his stand being destroyed. "Are you alright, sir?" he asked casually.

The old Faunus waved him off, "A couple bruises won't hinder me. Though I must thank you for your help in dealing with them." he said motioning to the now tied up White Fang members.

"What exactly were they after, if you don't mind my asking?" the teen implored trying to figure out why they would harass an old street vendor like that.

Xen sighed, "They were after something I gave away to a young man about an hour ago. A purple dust crystal." the revelation causing Matt's stomach drop, but kept himself calm on the outside as the man explained more. "I don't know why they were after it, but they were determined to get their hands on it. I just hope that the one that has it is far out of their reach. Whatever they might have planned for it, I think it's best they don't get their hands on it."

Nodding, the hero stepped back a bit. "I'll look into it and make sure that doesn't happen. I'm sorry about your stand."

"It's just wood, wood can be rebuilt." the old man said with a slight smile. "All of us Faunus know what you do out there in Vale. Believe it or not, you bring a lot of hope to the people out there. Something that many don't have these days with current events."

Matt smiled behind his mask, "Then I better make sure that, that hope stays alive. Take care of yourself, sir." he fired a webline and shot off into the air. Xen watching him go while shaking his head. "Kids these days."

X

Unknown to the hero, someone had been watching the fight from a nearby rooftop. Stepping out of the shadows, a young woman wearing a black and white outfit stepped out of the shadows. An odd, rectangle shaped sword with a trigger on the hilt strapped to her back and a black bow on the top of a head of cascading, raven colored hair that reached her lower back.

A pair of bright ember eyes watched the webslinging hero head toward the upper districts. Her form suddenly blurring out of existence as she pursued him. Wanting to catch up before he got too far out of her reach.

**_A/N: Suspense, kick ass fights, and a mystery all wrapped up into one. And it looks like Matt may have fallen into something he'll end up having to brawl his way out of. I still have no idea where to take a future pairing, so for the time being I'll have him focus on making friendships and forming bonds before going into any of that. But if any of you have any thoughts, let me know either through PM or review._**


	6. From Bad to Worse

**_A/N: Hello loyal readers. After the last batch of reviews, I found out that I'm going to have to clear the air on a couple of things that I should have mentioned in the notes in the previous chapters. The fic takes place a couple months before the events of RWBY Vol. 1, everyone's the same age as they were in the series, and Matt's the same age as those starting out in their first year at Beacon (17). I won't reveal more than that since I don't want to spoil plot, you'll just have to wait and find out._**

**_And after reading the 30+ reviews this fic has gotten thus far, I can tell that Velvet has become very popular for the pairing possibility in the future. And this will be taken into account when the right time reveals itself._**

**_Now with those questions out of the way, time to throw another one out there._**

**_Disclaimer: Don't own anything._**

_"Why the hell are they after this?" _Matt thought to himself as he looked at the purple dust crystal in his hand. Seated upon a slanted rooftop of some random building several blocks away from the Scarlatina's residence/shop, still in his suit as he observed the object in his possession.

He'd been there for the last ten minutes since his encounter with the White Fang thugs, wondering why the Faunus terrorist group would want something that was suppose to be useless.

_**"Could the old man have been lying to us?"**_ asked Toxin as it tried to analyze the crystal itself. But finding nothing out of the ordinary, it was nothing more than a shiny rock.

_"Doubt it. Xen seemed sincere and was completely honest with us. Chances are he didn't have any idea of what he really had."_ the host thought back giving the refined dust one last look before slipping it into a 'pocket' he opened up in his suit and sealing it immediately before standing.

The sun had started setting over Vale and he decided to head back home before Velvet and her folks started to worry. Raising his arm to fire a webline...he paused when he felt something amiss, like he was being watched.

He wasn't alone on the roof.

"I know you're there." he said out loud, looking over his shoulder toward a ventilation unit a couple meters away from him. At first nothing happened, then a young woman stepped out into the open. Matt found himself a little dumbstruck at her appearance. Her black and white outfit hugging her body and defining her curves in amazing ways, a black bow sat upon a head of long raven-black hair framing a heart-shaped face with a pair of bright ember colored eyes that were locked on him.

"I had a feeling you would know I was here." said in a calm and level tone.

Taking notice of the weapon she had strapped to her back, the hero turned to face the new arrival fully before speaking. "Not that I mind the appearance of a beautiful woman, but it looks as though you came looking for me for a specific purpose."

The girl crossed her arms over her chest, leaning back on her left hip and cocking her head to the side making her look like a cat in thought. "You could say that." she replied while in her relaxed state.

"Are you here to try and kill me, cuz I gotta tell you that won't work out too well in your favor." Matt said evenly, while mentally preparing himself for another confrontation like with the assassin.

"No, I'm not here to fight you, Arachnid." she said after a moment, making the tension in the air a little less thick. "Just to talk, if you have the time."

Looking toward the setting sun again, the hero turned back to his guest. "I can spare a few minutes." he said relaxing his stance a bit. "So, you know who I am, you got a name?"

"Blake Belladonna." the girl said moving forward until there was only a couple feet between them. "I watched you fight Crimson Blade back there, it was impressive, to say the least. He's never one to be taken lightly, and once he finds a challenge it's hard to dissuade him from it."

Matt tilted his head, eyes narrowing behind his mask. "Experience?" he asked and not missing the troubled look that passed her gaze for a brief moment.

"Something like that. The man's a sadist in every sense of the word, many consider him more animal than person since he dips into his primal nature more than any other Faunus." Blake explained.

The fight he had been in coming back to the forefront of his mind, Matt figured out how Crimson could move like he did. "A feral state, that's his semblance. Which explains why he moved like he did and came at me like a wild animal." the girl nodded proving his thoughts. "This is all very informative, but that isn't the reason you're here. That much I can say for certain."

Blake closed her eyes and nodded, "You're right. That isn't the reason." she looked into the pseudo eyes of his mask. "I'm here to talk to you about that dust crystal you have in your possession."

A brief jolt shot through Matt's system. _"Had she been watching me the whole time?"_ "What dust crystal?" he asked trying to play ignorant.

The dark haired girl narrowed her eyes, "The same one the old stand owner had given to you before the White Fang came looking for it. Right before you took them down." she looked over his suit briefly before meeting his eyes again. "Your secret is safe with me, I don't even know you're name, but your identity will not be divulged to anyone else."

_**"She's telling the truth."**_ said Toxin, its host silently agreeing not detecting any mistrust from the woman. "Why are you after the crystal? Why do the White Fang want it?" he asked pointedly.

"I overheard a few whispers that they were looking for that crystal, for what purpose I don't know, but it didn't sound good. I went into that part of the city hoping to find it and keep it from them any way that I could. But I suppose that it is in safe hands for the time being." she explained.

Searching her eyes again for any kind of deceit, his expression nothing but serious beneath his mask as he spoke. "How can I trust you?"

Blake shrugged, "You have no reason to distrust me. I'm just passing a warning on to you. Whatever they're after, they will coming looking for that piece of dust. So you should prepare yourself just incase."

Despite her stance, her intentions remained honest. _**"A nice warning, had we not already started preparing ourselves for retaliation."**_ the symbiote whispered in his ear. "Thanks for the advice." Matt said nodding. "And I can handle what those terrorist assholes can dish out. They won't get their hands on it."

The girl's lips curled up slightly, "You're every bit the hero this city speaks of. I can tell all of their hope isn't misplaced. And it's good to know that the Faunus have someone out there looking out for them." She reached into a pouch on her hip and pulled out a slip of paper, tossing it to the one across from her. "If ever you need a hand, don't hesitate." With that she ran toward the edge of the roof off to the right, leaping into the air and vanishing in a grey blur.

Standing alone looking toward where Blake had disappeared before he looked at the paper she had handed him. A phone number looked back at him which caused him to shake his head before slipping it into a 'pocket' and pulling his mask back on. _"She obviously has something against the White Fang, good to know I might have a potential ally."_

_**"Her scent resembles that of a cat, perhaps she's a Faunus as well who doesn't believe in what the terrorist attempt to achieve."**_ said Toxin after detecting the girls unique smell.

Matt couldn't help but smirk. "I wonder if Felicia knows she might have family in this dimension." Toxin laughed in the back of his mind as he he headed toward the opposite ledge.

He made it exactly four feet before several gunshots rang out through the air, followed by a piercing scream that nearly stopped his heart. "Wait, that came from-!" the hero jumped from the roof and catapulted himself on weblines as fast as he could toward where the shots and scream came from.

There wasn't a time he had ever moved as fast as he did, but Matt must have beaten some kind of speed record as he shot through several city blocks toward the shop. shifting into his usual hoodie and jeans as he dropped down into the alley down the road from it and sprinting into the street.

Seeing a black van peel away from the front of the Scarlatina's property, tires squealing as it took a sharp corner and vanished.

The young hero burst through the shattered front door and saw the shop a wreck. Stands and isles were overturned with their contents spilled everywhere. The smell of burning dust in the air from a gun and two shell casings on the floor at his feet. But it was the sight before him that made Matt's stomach drop.

Steffan Scarlatina laid cradled in his wifes arms, a pool of blood covering the floor beneath him while Velvet attempted to stop the blood flowing from the wounds in his chest. Both women sobbing uncontrollably as he remained unmoving.

"Velvet! Leanna!" he shouted moving over and dropping down next to them. "What the hell happened?!"

Velvet looked up at him, tears rushing down her face as she hiccupped, "T-They shot him! They wanted our dust...dad fought back and they...they...!" she burst into tears again as her father started to grow more pale.

Thinking fast, Matt pulled out his scroll and called the emergency number. "Hello! I need an ambulance at Scarlatina's Supplies down on Emerald Street! Shots have been fired and a man's wounded and losing blood fast we need help NOW!" he practically screamed into the device as he ripped out the medical kit from behind the counter and tried to help Steffan as best he could.

Minutes went by like hours before the emergency crews arrived, thankfully none of them had a problem with Faunus and loaded the wounded man on the transport with Velvet and Leanna climbing in with him. Matt promising to meet them at the hospital as the doors to the vehicle closed and it sped off.

After giving a brief statement to an officer, and getting away from the gathered crowd, he slipped down an alley and changed back into his suit before swinging after the family. His heart filled with dread over the fate of the man who had given him so much trust and help when he needed it.

X

Crimson walked down the hallway of one of the many hidden White Fang bases within the city limits. His midsection and arm bandaged after his encounter with Arachnid two hours prior, but his face remained as impassive as stone as he approached a small office and knocked on the frame.

"It's open." a voice called from within allowing him entry.

Stepping side, he approached the lone desk that sat in the center. On the other side stood a man dressed to the nines in a white suit jacket, black slacks and red tie holding a cane with a bowler hat. The light from the cigar he was smoking glowed in the dim atmosphere as he overlooked a map of Vytal.

"Where you successful?" he asked without turning around.

"There was a...complication." said the assassin.

The man behind the desk removed his cigar and flicked the ashes off before slowly turning and addressing his subordinate. "What kind of _complication_?" he asked with a sharp edge to his tone that left no room for excuses.

Crimson didn't look bothered in the slightest as he spoke. "The stand owner didn't have the dust, he'd sold it to someone before we arrived. Then Arachnid showed up, took out the grunts under my command and nearly bested me in a fight. He is far more skilled then we first believed."

A pause filled the room as the suited man smoked his cigar, "So, spider-freak stuck his nose into our business. Guess it was only a matter of time." he turned to the assassin with a piercing gaze, "I want that crystal found, no exceptions."

"What about the spider?" asked Crimson, eyes glazing over slightly with mild blood-lust as the prospect of fighting the hero again and spilling his blood with his blades.

"If he interferes with us again...use your imagination." his boss said waving him off as he turned back to the map. The assassin nodded before leaving the office and disappearing farther into the hideout.

Roman Torchwick was many things, creative, devious, and a criminal mastermind where just a few examples. But patient wasn't one of them, especially when his plans were being stalled from an unseen variable.

When he first started reading up about Vale's new vigilante he didn't think much of it, a random punk running around in a suit beating up muggers didn't really catch his attention. But now that he had gotten in the way of the operations he had set in motion he was wondering if he should have paid closer attention.

"Are you worried about the spider?" Roman turned around and found a familiar set of glowing red/orange eyes looking at him from the shadows in a corner. Slowly, a woman in a maroon dress and long, pitch-black hair stepped into the light, the clicking of heels filling the room as she stood in front of the man.

He scoffed, "Me afraid of some punk pretending to play hero? Please. He's nothing more than an inconvenience at best."

The woman eyes didn't falter, "Just because you assume he's not a problem, doesn't mean he won't become one. I hope you're ready if a time comes where you will face him yourself." without another word she turned on her heel and left as well. Leaving Roman to his thoughts as he wondered what his next step should be.

Though a part of his mind wandered toward Arachnid and how to handle him should anything occur.

X

Silence was a horrible thing when you were waiting for the news about someone. It seemed no matter where you were, a hospital waiting room was as silent as a church congregation, it almost felt like people were too afraid to speak while they were seated.

Matt sat in a chair against a wall that was facing the doors where the doctors had rushed Steffan into the ER. Arm around Velvet's shoulders who had her head in he crook of his neck, tears dried on her cheeks as she shivered through her sorrow. Leanna was in the seat next to them, hands clasped together with her forehead resting on them in prayer.

They'd been waiting for over two hours for any news on the man's condition, keeping to themselves as they hoped he pulled through.

The young hero had his free hand clasped around his cross, his own prayers going out to the wolf-faunus while at the same time having an inner conflict. Flashbacks of what had happened to his mother coming to mind filling him with anger and guilt.

If he had been there he could have prevented this. The Scarlatina's welcomed him into their home, given him a job and a place to sleep when he had nothing, now the family was at risk at falling apart if the man didn't make it.

_**"Don't start doing this to yourself."**_ said Toxin as the darker emotions started creeping in on its host. _**"We can't be in two places at once, the actions of those that had attacked the store were their own not ours. Shouldering the guilt like this will not help us, or Velvet's family."**_

_"I know, Tox."_ Matt thought back, tightening his grip around Velvet when he felt her hiccup again. _"This all just...feels so familiar that it's scary beyond belief."_ he caught sight of a couple people in the waiting room sending glares at the them, most likely toward the Faunus women with him and sent his own burning glare back at them and forcing their gazes to avert.

Ever since they had gotten there, there had been more then enough looks and whispers of avarice toward them. And given his already short fuse, Matt was about ready to start swinging. When a nurse walked by scowling in their direction he was about to leap up when the doors opened and a doctor walked out. "Scarlatina?" he asked.

All three of them got up and approached him. "How is my husband?" Leanna asked, desperately hoping that he would be alright.

The doctor looked at them, his eyes professional but striken. "He lost a lot of blood, we had to do several transfusions during surgery to keep his vitals from failing, one of the rounds came dangerously close to his heart while the other punctured his lung."

As he ran down the list of issues, their hearts sank more and more. Velvet was about to break down again while Leanna covered her mouth and closed her eyes. "What's his condition now?" Matt asked trying to comfort his friend and her mother.

"We managed to stabilize him, his aura already starting to repair most of the damage. But with the amount of blood he lost it's hard to say for sure. The next 24 hours are going to be very critical for him." explained the doctor.

"C-Can we...see him?" Velvet asked wiping the tears from her face. The man nodded and held the door open for them as they entered the corridor beyond. Moving through the halls toward the ICU and into the room where the wolf-faunus laid in the lone bed. Blood soaked bandages covering his torso, skin still very pale with a couple if IVs feeding fluids into him.

The man's wife and daughter were on either side of him in moments, each holding a hand and doing their best to hold it together.

At the door, Matt looked on feeling helpless for their situation before turning his attention toward the doctor. "What are his chances?" he asked, making it clear he didn't want to be bullshitted.

"His aura is strong, making his odds a little more positive. But it can heal only so much at one time, not to mention the amount of blood he lost is slowing the healing process a good deal." the man said with a shake of his head. "To put it simply...his chances are in the low percentile. But there is also the chance he'll make a full recovery, so hope isn't lost."

The hero clenched his fists, rage bubbling up inside of him that he slowly exhaled through his nose so that he didn't lose it in the room. "Thank you, keep us posted on any new changes when you can." the man nodded and left to give them privacy. Matt moved off to the side and sat in the chair closest to the door, watching over the family like a silent guardian as they huddled together over Steffan's still form.

More memories flashing through his mind, images of his mother and how he had lost her being the most dominant. He did his best to force the images to the back of his mind and focus on making sure that the family before him was looked after. He may haven't have been there to prevent what had happened, but he would be damn sure to be there and make sure they were okay

So he sat in silence, watching as mother and daughter spoke to the unconscious man and trying to coax him awake with their voices. All the while his anger building toward the ones that had done this. His symbiote partner right along with him as they began to formulate what they were going to do next.

A couple hours slipped by, and nothing had changed. Leanna and Velvet had fallen asleep in their places, hands still clasped on to their father/husband even while in slumber. Slowly rising from his spot, Matt walked over to the three Faunus and looked at them with sorrowful eyes.

"I'm sorry I wasn't there." he whispered, running his hand over Velvet's brown hair between her ears. Turning toward the door, he let himself out and headed toward the stairs leading to the roof.

But as the door shut, one of the young Faunus' ears twitched in that direction and her eyes opened.

X

It was night time when Matt stepped out of the stairwell and began skulking his way across the roof. Stopping next to a pillar as he felt his anger spike. With a sharp growl, he slammed his fist against the support, cracking it like an egg and sending a few chunks of concrete scattering across the ground.

_**"Do we have a plan?" **_asked Toxin, already knowing what its host was about to say.

Taking a few deep breaths to calm himself, Matt pulled his hand from the crater he put into the pillar and stood straight. "We're going to find the ones that did this...and make them _pay_ for it." He began stomping toward the edge of the roof, preparing to shift into his suit.

"Matt?"

A soft voice stopped him cold. Turning back toward the roof access he saw Velvet standing in the open doorway. Her red, puffy eyes staring at him with confusion before she stepped out and approached him. "What are you doing up here?" she asked now standing before him. Her eyes looking over to the pillar he had struck before going back.

"Just getting some fresh air, Vel. Nothing to worry about." her friend replied scratching the back of his head. "Are you okay, none of this can be easy for you."

The rabbit-faunus rubbed her eyes, "I...have faith in my dad. I know he'll pull through this, he's strong." she replied with a bit of conviction in her voice.

Matt nodded, "That he is. I have a lot of faith in him too. From the stories he told me, he's a survivor. A couple of thugs with guns won't end someone like him." He looked at his friend and saw her shivering again, he stepped forward and wrapped his arms around her, pulling her face to her chest.

"I'm so sorry, Velvet." he whispered as she burrowed into his warmth. Secretly thankful that Toxin raised his body heat to comfort the girl in her time of need. "I'm right here, whenever you need me."

She nodded into his shirt, "I...I know. You're always there for me, ever since you came into my life you've always been there when I needed someone to be." she leaned back and smiled up at him. "I can't ever tell you enough how much that means to me, Matt. To have you as a friend and as a part of my life."

Not expecting her words, Matt couldn't help the slight dust of pink on his cheeks as he smiled back nervously. "It's nothing, Vel. You and you're family have been great to me, I owe you guys more than you can imagine for the kindness you've shown me. So I'll do everything I can to make sure things are right."

The last part was a solid promise, one he was going to carry out when he tracked down the thugs that had shot Steffan and gave them the biggest beating of their looked around the rooftop feeling a little anxious. "Guess we better head in, it's getting late and I don't think we're allowed to-"

"Why do you keep hiding it?" she said cutting him off.

"What do you mean? Hiding what?" he asked back confused.

Velvet stepped back a little more until she was looking up into his eyes, her smaller frame only reaching his height on account of her rabbit-ears. "The truth, Matt. I know the truth." she said softly.

The hero felt as though a blow had been struck to his stomach, the feeling growing as her soft voice continued to ring out. "I know that you go out late at night, and come back early in the morning. I can sometimes smell dust-powder and a bit of blood on you on some days...and I smelled smoke on you last week when we came home from Signal."

The feeling in his gut was now an empty void, his shoulders sagged knowing that there was no more delaying the inevitable at this point as he let his friend continue. Her dark colored eyes locking on to his as she spoke the five words that drove the point home.

"I know...you are Arachnid."

_**A/N: I know, I know, you hate my guts for ending things here. But I'm doing so because the next chapter will have more than it's fair share of fighting, and many of you will be able to pick out where this is all going to go down. And with Velvet approaching Matt about knowing his secret, where do you think things will go from here?**_

_**Update coming soon, don't forget to tip your waitress!**_


	7. Going Hunting

**_A/N: After leaving you guys in the wind like that, I decided to take my time and really get this one prettied up for its debut. I know you guys were missing the fight scenes in the last chapter, but all that will be rectified in this one here. In fact...many of you will probably remember the scene that will be shown quite well. I'll let you see for yourself._**

**_Disclaimer: I own nothing._**

The cool night air was so still that it would have been suffocating to anyone who would have been watching. But for the two facing each other, it was almost like time itself stood still.

Matt kept his eyes locked on Velvet's, is mind working in overdrive on how to figure a way out of this. A part of him knew that it was only a matter of time before he was figured out, how could he not? He was living in a home with a family that had stronger senses and instincts than that of regular folks.

Despite hiding his identity for as long as he had, there was no point in keeping it from his friend now that she knew. And he couldn't lie to her when she was right, the trust she had in him could be damaged because of it.

Toxin didn't say a word, leaving the choice of what its host was going to say up to him and him alone for this one.

For her part, Velvet waited patiently for his response. Her gaze not leaving his and expecting him to deny her claim. He was within his right to do so, she wouldn't blame him, but a small part of her heart hoped that he would trust her enough to tell her the truth.

Like her parents, she wanted him to come to her about who he really was. But after everything that happened tonight, and given the fact that he looked like he was going to take off to dust knows where with the anger she could clearly read on him, she felt that it was time to ask him about it.

Seconds ticked by before the hero breathed slowly through his nose, closing his eyes as his clothes shifted into that of his suit. His friend gasping at the bizarre transformation as Matt disappeared and Arachnid now stood before her. "I am Arachnid." he said with nothing but honesty.

The rabbit-faunus looked him over with careful eyes, stepping closer before touching the suit softly. It felt like silk, but strong like flexible armor. And it was oddly warm, almost like it had come out of the dryer seconds before. A blush covered her face when she took notice of how the suit defined the rock-hard muscles that were usually hidden from view. "Why didn't you tell me?" she asked looking up at him with imploring eyes, her right hand resting on the black spider-symbol in the center of his chest.

Matt winced seeing the slight look of betrayal in her eyes. "Because I didn't want you or your family to get hurt. I didn't want any criminals I took down to come after you. Where I'm from, keeping your identity secret was a credo a lot of people tried to follow. This was my burden to bare, and I didn't want you or your parents to get involved."

Her eyes widened a bit, "Those men that came to the shop...did they-"

"No." the hero cut her off, "They didn't know who I am. You're the only one that's figured it out." he thought to himself a second and remembered something from earlier. "When I got there, you said those guys were after dust, right?"

Velvet nodded while fighting back a shiver knowing of her father's condition. "Yes...they stormed in and demanded all of our red dust. Dad was going to let them have it when one pointed his gun at mom, after that...it just happened so fast."

Pulling her to his chest and embracing her, Matt put all the pieces together and figured out who may have been behind the attack. "I think the string of dust robberies is connected to this. It matches the MO of all the other incidents that have happened over the last two weeks."

"But why? Why did they only want dust?" the young Faunus asked keeping her face pressed warmly to his torso.

"I don't know...but I'm going to find out." he said sharply making Velvet step back and look at him concerned. "I'm going to find the ones that did this, and take them down so that it doesn't happen again."

Her concern changed into fear, "Matt, you don't have to..." he shook his head making her trail off.

"No, I do Vel. A long time ago I vowed to use my powers to help people. You, and your parents took me in when I was living on the streets. I owe all three of you in more ways than you can possibly imagine. I can't let those thugs go unpunished, not after this. I owe it to your father, and to you, for everything you've done for me."

He turned and started walking toward the ledge, pausing a moment to look back at her. "I know you have a lot of questions. And the chances are that your mom and dad have figured me out as well. I'll answer anything you ask me when I get back. I promise."

Velvet stood rooted in her spot, stunned by his declaration and willingness to bring those who shot her father to justice. A part of her wanted to stop him, worried about what could happen to him. But knowing what he had done already, she knew that he would be able to handle anything any criminal could throw at him.

Sighing, she watched him stand on the ledge and look out over Vale. Matt turned back to look at her again, mask receding enough to show his smiling face before he jumped off.

The rabbit-girl sprinted to the edge and looked down to see him swinging above the streets and heading to the North-East. Heart thumping in her chest as the small scare she had been given as she watched her friend disappear out of sight.

Many questions buzzed around in her head, and her curiosity was peaked beyond the norm. But she knew that he would keep his word and return, a beacon of hope blooming in her chest as she prayed that he was successful in his mission.

"Please be careful, and come back soon." she said so softly it was almost a whisper.

X

_**"Well...one situation averted for the time being."**_ Toxin said as Matt swung his way through the city. _**"So what do we do about going after those thugs?"**_

Shaking his head to clear this mind a little more after his talk with Velvet, Matt landed on the side of a building in a crouch and stuck to it. _"I did a little research through the city's most wanted database I found online. Evidentially there's a pretty stable pecking order for the criminals around here. But from what I could figure out, anyone and everyone in the underground that needs information goes to one source."_

The hero looked down at the building that was just down the street from his location, the sound of techno-music could be heard booming from within the structure's confines.

Feeling the symbiote within him shift uncomfortably, Matt dropped down to ground level and shifted his suit into a black leather jacket, white t-shirt and jeans before making his way to the front entrance. _"Relax Tox, it won't be that bad."_he thought to his 'other' as they drew closer to the front of the building.

_**"Yeah, right. You try having a sensitivity to sound. It may not weaken me as much as it did Venom and Carnage, but it still hurts when it gets too loud." **_Toxin snapped back not liking the idea of going into a place with such loud beats going on.

_"Just bare with it until we get what we're coming for."_ the host thought back as he stepped inside. The rhythmic thumping getting steadily louder as he made his way down a long dark corridor lined with red and blue neon lights. Approaching a large set of double glass doors, Matt braced himself as they slid apart and was bombarded with the loud beat and flashing lights of the nightclub.

Toxin recoiled mentally from the sounds, but managed to keep itself together because of its strength to overcome it better than its ancestors as its host made his way down a flight of steps and on to the crowded dance floor.

The place was very high-class. A wide open space for patrons to dance surrounded by large pillars made of glass that projected an array of colors, a high-rise platform on the far wall where a DJ in a suit and a large bear's head worked the tables like a professional.

Several tables were set up around the club with a large bar that took up the entire wall right across from where Matt was standing. Several dozen bodies moved together to the beat of the music as the hero made his way through them, eyes scanning every corner for one person in particular.

A man named Junior Xiong.

In Vale, he was considered one of the biggest information brokers for the criminal underground. The guy had more sources than most of the news networks, along with several organizations in his pocket which included a number of those in the police force and the DA which explained why it was so difficult to get him convicted of anything. If there was one person in all of Remnant who would know about who robbed the Scarlatina's shop and shot Steffan, it would be him.

Making it through the crowd, he spotted a lone man at the bar matching Junior's description. Standing next to two young girls that looked almost exactly alike save for their outfits. One being in white with sharp blades on her high-heeled shoes, the other red with long blades attached to her arms.

_**"How are we going to do this?"**_ asked Toxin through its discomfort of the loud club.

_"Ask him nicely."_ Matt replied as he started walking toward the bar. _"And if that doesn't work...we'll _improvise_."_ the symbiote grinned from within his mind as he closed the gap-

-But was stopped when someone else took the spot next to Junior. And even he had to admit she was one hell of a bombshell.

Long flowing blonde hair with lilac colored eyes wearing a brown jacket that stopped at her belly with a yellow tank-top underneath with a black burning heart symbol that had a rough time containing her ample chest. She also had a brown skirt with tight black bike shorts that showed off her long legs that disappeared into a pair of knee-length combat boots.

Seeing his path blocked for the time being, Matt moved off to the side and took a seat a little further down. Listening close as the blonde girl spoke to the barkeep. "Strawberry sunrise, no ice. Oh! And one of those little umbrellas."

Junior turned to her and grunted, "Aren't you a little young to be in this club, blondie?"

"Aren't you a little _old_ to have a name like Junior?" she fired back with a smile.

The man tilted his head, "So, you know who I am. You got a name, sweetheart?" he asked trying to be suave. Matt shook his head and looked on discreetly.

"Yes, Junior, I have several." the girl said running a finger down his arm. "Only instead of 'sweetheart', you can just call me SIR." in the next moment she had Junior's balls in a vice grip making him yelp like a girl and double over.

Matt and Toxin's jaws both dropped and had to fight off laughter at the sudden turn of events.

"People say you know everything." she said now serious, reaching into her pocket and producing a scroll while showing him a picture. "Tell me where I can find her, and I'll let you go."

Junior looked at the image, very much in pain, and shook his head. "I've never seen her before, I swear!" he grunted out.

"Excuse me?" the blonde asked squeezing harder and making the man squeak. "I swear, SIR!"

A dozen thugs had seen what was happening to their boss and converged on the bar, surrounding them. The girl didn't look threatened at all and hummed. "Looks like we have an audience. This must be kinda embarrassing for you, huh? Awkward."

Despite his situation, the information broker gritted his teeth and glared at her. "Listen, blondie-sir, if you wanna make it outta this club alive, I suggest you let me go. _Now_!" Thinking it over, the blonde released him and stepped back allowing him to take several deep breaths.

"You'll pay for that." he hissed at her, taking out a pair of sunglasses and stomping off with his goons in tow.

"Oh, Junior! I was just playing with you! Don't be so sensitive." she said following after him. "Com'mon, let's kiss and make up, okay?" Junior paused with a confused look on his face, but agreed anyway for having a chance to kiss a pretty girl.

From their spot, host and symbiote couldn't help but see what was about to happen and began counting down as the broker drew closer to the blonde. _"3."_ Matt thought as they got closer. _**"2."**_ added Toxin as they were about to touch lips. _"1/__**1."**_

WHAM! The girl sucker punched Junior hard enough to send him flying head over ass through the air and crash through one of the glass pillars. The damage causing all of the patrons, save for those that worked there, to run toward the exit.

Seeing this, Matt ran into a darkened booth out of sight and shifted back into his suit just as the bracelets the girl was wearing changed into bright yellow gauntlets. Cocking her fist forward and back ejecting a spent shell casing just as the thugs all went after her at once.

The blonde leapt into the air, flipping around and bringing her fist back with flames licking around her arm before coming back down striking the floor. The blast sending out a shockwave that sent the thugs hurdling backwards.

Music continued to blare as she flipped in the air and brought her leg down on a thug's head, sending him crashing to the ground before spinning around and punching every man around her. Each strike sending out a shotgun-like blast that dealt more damage and sent them flying.

While she dealt with th guys on the dance floor, another group came running out from the back and attempted to surround her. That was, until four of them were yanked into the air via weblines and thrown into a cluster of tables off to the side.

The rest look up to see Arachnid standing on the side of the glass pillar beside them before he leapt off and drove both feet into the chest of the closest thug sending him slamming into the rest. "Didn't your mommies tell you it's not nice to pick on girls?" he asked before delivering several rapid punches to the torso of a man swinging an axe at him. A roundhouse kick followed that launched him into the bar.

Spider-sense flaring, he dodged several bullets fired at him and jumped into the air, spin-kicking a thug with a sub-machine gun with enough force to knock him out cold before firing a webline at another trying to get the blond brawler from behind. The strand catapulting him forward so he could slam his available fist into his face.

The girl looked over her shoulder at him before punching away another one of Junior's men. "I had it under control." she said spinning around and pounding a man in the face, her gauntlet firing making the strike much stronger and shattering his jaw and nose at the same time.

"That you do. I just thought you could use a dance partner." Matt said back grabbing two thugs by the head and slamming them together, turning and firing small globs of webbing that clogged the gun-barrels of a few sidearms.

Grinning, the blonde brawler kicked another thug in the chest before looking at her 'partner'. "Think you can keep up?" the hero responded by grabbing her hand and spinning them around, she cocked her feet out and nailed a man in the crotch before flipping back and nailing him in the jaw to knock him flat.

The two stood back to back and continued to fight hand to hand. decimating the number of thugs under Juniors payroll by the second. "So you're Arachnid, huh?" the girl said sending a thug flying with an uppercut. "Name's Yang."

"Nice to meet ya, Yang." Matt said back, shooting two weblines from his wrists and grabbing a thug by the ankles and lifting him into the air only to slam him down on to the one of his comrades on the other side of the dance floor.

By this point, most of the highered guns were either out cold or fleeing leaving the two alone on the floor. Yang turned to say something to the hero when his spider-sense flared. "Heads up!" he shouted as the DJ pulled out a machine gun and started spraying bullets everywhere.

The duo ducked and dodged around the rounds while running at the man in a bear head. Yang fired both gauntlets launching her up on to the platform and punching the hell out of the man. Slamming his head on the disc-board before hoisting him up and blasting him into the ceiling just as Matt landed next to her whistling, "Nice execution, I give it a 8.6." he said casually.

She looked at him feigning hurt, "Only a 8.6?! That was perfection!"

Matt shrugged, "I call 'em as I see 'em." they looked back to the dance floor just as the two girls from before stepped out into the open.

"Melanie? Who are these guys?" asked the one in red in a bored tone.

"I don't know Miltia, maybe we should teach them a lesson." the one in white, Melanie, said in the exact same tone.

Yang dropped her arms, her gauntlets opening and ejecting all the spent shells they contained before throwing up two new bands of rounds and loading them. "Which one you wanna dance with?" she asked cocking back both fists.

"Ladies choice." replied the hero as they leapt off the platform, the blonde firing shotgun blasts while Matt fired a barrage of hardened spikes.

The twins backflipped away from the attacks before going at the duo. Miltia heading after Matt swiping her long claws while Melanie started spinning around trying to slice up Yang with her shoes.

Matching his opponent, Matt formed arm blades of his own and blocked the quick-strikes the young enforcer was throwing at him. The sound of metal on metal ringing out over the still playing music as they traded blows. "You know," he said ducking under a slash that was aimed for his face. "Usually I try to take a girl out before she tries to kill me."

Miltia scoffed, "Like you would have a chance, freak." She spun around like a tornado hoping to catch him off guard. But the host's spider-sense made that impossible as he ducked down and swung his foot out, tripping her up and performing a backflip-kick that sent her rolling back.

Getting back to her feet, the girl in red charged again only to have a glob of webbing splatter across her face. Screaming in shock and outrage, she tried to pull the substance off giving Matt the time to run up and take her off her feet. Firing more webbing down at her prone form and binding her to the floor before turning to see how Yang was doing.

The blonde brawler was trading kicks with the remaining twin, both trying to find a weakness in the other's stance as they then started to shuffle backward and forward from one another. Melanie attempted a wide kick, giving Yang the time to duck, spin and elbow her in the midsection.

With the wind knocked out of her, the other girl managed to grab her arm. Spinning her around her body and jump up tp deliver a devastating kick that knocked the girl in white out completely.

Walking up to her and webbing the other enforcer down, the two shared a look just as the lights of the club dimmed a bit. A few lights rotating around the area before a spot light came on revealing Junior with a large bazooka sitting on his right shoulder.

"You're both gonna pay for this." he growled as the duo prepared themselves.

In the next moment a barrage of rockets were fired their way. Matt grabbed Yang around the waist and leapt away from the multiple explosions. Both of them landing several yards away before charging the crime boss at different angles, all the while dodging the missiles he was firing at them.

Yang stopped and fired several blasts that canceled out a few of the explosives. Then immediately went on the defensive as Junior charged her, bazooka changing into a large baseball bat as he began swinging at her.

Despite her attempts, the blonde took some good hits and was sent flying back across the dance floor and through a glass table. Junior grinned, but was sent flying when a pair for dark-blue feet connected with the side of his head sending him into a glass pillar and cracking the surface.

Matt landed and had his fists up as the crime boss got to his feet and charged, swinging his weapon with his strength hoping to crush the spider-hero.

The problem was that the teen proved to be hard to hit when he was able to duck and weave like he could. A wide swing missed its mark and Junior received two punches to the gut and on to the face that sent him staggering back. Looking toward where Yang had landed, Matt saw her get back to her feet, a wide grin on her face as her hair began to light up in flames.

Slamming her fists together, she launched across the floor and struck the crime boss with several powerful attacks. Each one landing and doing serious damage before she planted her foot, eyes changing from their lilac color to bright red as she swung as hard as she could.

Junior brought up his bat to defend, but the attack broke it clean in half and sent him rolling across the floor o where he had started. Getting up and looking at his destroyed weapon in one hand, he looked at the other and found a small lock of the girl's golden mane clenched in his fingers.

Matt watched this from the side, then noticed how Yang's expression turned murderous seeing the pieces of her hair, the heat around her becoming greater.

His spider-sense went haywire and he leapt on to the ceiling as the blonde brawler exploded in a blast of fire before launching forward like a meteor. A battle cry ringing out as she punched Junior hard enough to send him blasting out of the front window of his club and out into the street.

_"...holy shit!"_ the hero couldn't help but think at how strong this girl really was.

_**"That...just about covers it."**_ Toxin agreed, more than a little wary at how this female could wield fire like she could.

Watching Yang jump out after the crime boss, Matt fired a webline and followed after. Going through the shattered window and landing atop a lamp-post to see the blonde standing by Junior's groaning form, but also seeing a younger girl decked all out in red and black with a long red cloak looking at her confused.

"Yang? Is that you?" she asked.

"Oh! Hay sis!" Yang said back, her red eyes changing back to normal.

The girl put her hands on her hips, "What are you doing here?"

Sighing, the blonde just shook her head, "It's a long story."

"Start with how you pretty much decimated a club full of thugs on your own. That would make a good prologue." both girls looked up to see Matt perched on top of the street light looking down back at them.

Yang giggled, "Well, I can't take all the credit, can I?" she asked as the hero jumped down and approached them.

"Nah, guess not." he said looking at the girl in red who looked at him with stars in her eyes. "Uh, hi?"

"OH MY GOSH YOU'RE ARACHNID!" she suddenly screamed making his and Toxin's hearing start to ring. A moment later he was presented with a pen and a piece of paper. "Can I have your autograph?!" she asked with her eyes now shining.

_"Well this is a first."_ Matt couldn't help but think as he wrote Arachnid on the paper making the girl beam so brightly you would have thought the sun was before him. Yang giggled at the hero's situation before deciding to introduce them. "This is my sister, Ruby. She's a pretty big fan of yours."

"I can tell." he replied as the younger girl was poking and prodding at his suit as though trying to figure out what it was made of. After gently swatting away her curious hands, Matt approached Juniors unconscious form before turning to Yang. "Mind if I borrow this? He's got information that I'm looking for."

The blonde shrugged, "Knock yourself out, I gotta get this one home anyway." she said pointing at her little sister who was still vibrating with excitement.

Nodding, the hero picked up the crime boss and slung him over his shoulder. Giving the siblings a salute with two fingers on his free hand before firing a webline toward a nearby building and launching into the air.

"Soooooo cool!" Ruby said in awe as the hero disappeared from sight. Yang just smirked remembering how he had fought beside her back in Junior's club, the news wasn't lying about most of the things they said about him. But seeing it in person was actually pretty awesome.

"Come on, Rubes. It's late and we better get back before dad starts to freak." The 15 year old in red tore her eyes away from where the spider-hero had went and followed her sister back to where her bike was parked. A thrill still going through her after seeing Vale's hero in person.

X

Junior groaned as he came back to reality. Blinking his eyes and ignoring the pain in his face and torso where those two punks had beat the hell out of him.

When the fog finally lifted, his eyes widened when he saw himself suspended six-stores above the ground. Dangling over open air from a water tower with his legs bound together by a strand of webbing, the ground clearly visible from his position.

"Glad to see you're awake." the crime boss turned, the world upside down but he saw the familiar form of Vale's resident spider-hero approaching him from the shadows. "Now we can have a little _chat_."

He grabbed the man by the front of his suit and dragged him forward a bit, "There was a robbery at a shop that sold dust on Emerald Street earlier. It matches the MO of all the other robberies through out the city. Tell me what you know about it."

Junior spat at him, "Fuck off freak! I'm not telling you shit!"

Arachnid released him, his body swinging back and forth like a pendulum as pseudo eyes locking on to dark ones, "That so?" he asked cooly, raising his right hand as sharp claws popped out of the tips of his fingers. "You wanna know something unique about spider webs?" he asked tapping the strand keeping the crime boss in the air. "They're amazingly resilient, strong enough for spiders to capture their prey and keep them there for as long as they need to."

"However," one of his claws caught a small strand and cut it, causing the whole line to jerk a bit and causing Junior to yelp. "They aren't indestructible. Anything strong and _sharp_ could easily take them down." Another strand was cut and the crime boss dropped an inch.

"ALRIGHT! ALRIGHT I'LL TALK!" he shouted, flailing his arms in fear of becoming a smear on the asphalt below. "T-The men were mine! But I wasn't the one that planned the job! I just got paid to lend them some muscle!"

"Who hired them?!" Arachnid demanded. Junior sealed his lips, but a clawed finger pressed against his bearded throat. "It's in your health's best interest to tell me, Junior. Because as far as I know, Vale will be better off with you out of the picture."

Jerking back, the crime boss gritted his teeth. "If I tell you, he'll kill me."

The claw in his throat pressed harder, drawing a small bead of blood as Arachnid got his face right into his. "What makes you think _I won't_?" he hissed.

The man began to sweat, being in he business as long as he had, he knew a bad situation when he saw one. And the cold tone in the hero's voice told him that he was as good as dead if he didn't spill his guts. Sighing in defeat, he came clean. "Roman Torchwick, he hired some of my men for the job, he's been doing so for the last two weeks."

Matt knew the name well, Torchwick was on Vytals' top five most wanted list. A criminal mastermind who would have been welcomed in the villan club back in his home universe without a second thought. The guy was arrogant from what he heard, but very devious and intelligent. If he was behind the thefts then there was a lot more happening than he first realized.

"Where is he?" he growled at the crime boss.

Junior shook his head, "I don't know." the hero cocked his clawed hand back to slice the webline. "REALLY! I DON'T KNOW! NO ONE DOES! He's paranoid and doesn't want anyone to turn their back on him, so he keeps his hideouts close to the chest."

Lowering his hand, Matt glared at his 'interviewee'. "Where's he planning to strike next?" if he couldn't find Torchwick directly, maybe he could prevent him from hitting another target.

"He's laying low for a week, paid more upfront for another group of my men to hit a shop called From Dust till Dawn when the heat dies down a bit." the man relented. Nodding, Matt grabbed the webline and snapped it with his strength, tossing Junior to the rooftop before webbing him down.

"Thanks for the information. Just remember that I'm not going anywhere and we _will_ meet again if I find out you're causing trouble." another shot of webbing sealed the man's mouth before the hero turned and started walking away. "Oh, by the way. Your club sucks and is over priced at best." with that he vanished into the darkness.

X

Velvet checked her scroll for what felt like the hundredth time.

It had been almost four hours since Matt took off into the night to find the ones that had shot her father. She'd been okay at first, staying in the room with her parents as she waited patiently, but the sun was starting to rise and she hadn't heard a word from him.

A sliver of worry shot through her as she wondered what he was up to, if something happened to him or if he was in trouble. But she pushed it down so that she could focus on her dad's recovery.

His status had improved greatly, his aura healing the more serious of injuries and he was now resting. The doctors had moved him from the ICU to a regular room so that he could finish recovering properly. She and her mother were beyond relief that he was doing okay and would pull through.

Yawning, the rabbit-girl curled up in the large armchair in the corner of the hospital room. Her mother having gone out to get coffee from the cafeteria a little while ago, while her dad slept peacefully on the lone bed. His color having returned as his condition improved.

He had been lucky, and they were all grateful of that.

Eyes starting to grow heavy, Velvet was about to slip into the land of dreams when she heard a light tapping on the window. Since they were on the fifth floor, her sleep induced mind thought it was just a bird and ignored it. But when the sound got louder she perked up and went over to see what it was.

Sleep was long forgotten when she found Matt on the other side of the window in his usual outfit, clinging to the wall and sending a goofy smile her way. "Care to let me in? This might look awkward if someone looks up."

The Faunus scrambled to unlock the window and allowing him entrance before wrapping him in a tight hug. "You're okay." she mumbled into his chest.

"Of course I am." he said running a hand through her long brown hair, "Sorry for taking so long. I was...busy." Velvet looked up at him and saw his gaze was focused outside

"Did you...find what you were looking for?" she asked a bit hesitant.

Matt looked down at her and nodded, "Yeah, a few bits and pieces that could help me catch the one behind it. Turns out that it was connected with the other dust heists around Vale. But I'll explain more later, right now I think we both could use some sleep."

His answer was for the rabbit-girl to yawn again, her body relaxing in his arms as he moved them back over to the chair she had been sitting in before he got there. The spot big enough to seat them both as they sat down and relaxed against the soft cushion as fatigue started to settle in both of them.

Velvet tucked her legs under herself and curled into Matt's side, the spider-hero wrapping an arm around her and laying his head back. Neither of them aware that they had just slipped into a cuddling position as they got more comfortable. "Are you still going to tell me everything?" she asked quietly as her eyes grew heavier. The warmth radiating off Matt lulling her closer to slumber.

"I promised I would, and I won't go back on my word." he said back as his own eyes started to close. Soon both teens slipped away from the waking world.

Neither of them knowing that Leanna had been watching and listening from the door the whole time. A smile gracing her face as she stepped into the room and locked the door behind her. Both she and her husband had known Matt's secret for quite a while now, both of them watching as their daughter managed to piece things together on her own.

They may not have known his intentions, but they both saw that he was a noble young man. Risking his life for others, and making the streets safe for everyone. Neither of them wanted to bring it up to him, believing that he would tell them when he was ready.

And now he was willing to let them into his world, to open up to them and show how much he truly trusted them.

The older Faunus sat in a chair beside her sleeping husband and watched as her child curled up closer to the boy next to her. A content smile on her face as Matt's arm tightened protectively around her shoulders.

"I know you'll protect her." Leanna said even through the young hero wouldn't hear it. "Whether you have powers or not, I know you'll keep her safe." she smiled and grasped her husband's hand. "We both do."

X

On the other side of Vale, a figure in a long black cloak dropped down the side of a building before entering a doorway. Sealing it behind them as they faced the room where someone was waiting for them.

A tall, blonde woman with green eyes wearing glasses, a white dress shirt with a billowing black and purple cape with a long skirt stood waiting patiently for her subordinate. Her stance nothing but professional as the cloaked figure approached her. "What do you have to report on Ms. Xao Long?" she asked.

The figure held up a scroll, "I observed her throughout the incident, I gotta say she's a gifted fighter in hand to hand combat." they said in clearly a woman's voice. "However, something else occurred that I believe you should be made aware of."

Showing the woman the footage, her green eyes furrowed behind her glasses as she watched the young, suited male fighting with her. Decimating the thugs around them with speed and agility unlike anything she had seen before. "Arachnid." she said knowing the name all too well from the rumors and news reports all over Vytal. "This, is unprecedented. I believe the headmaster would want to see this as well."

"What do you think he's going to do?" asked the one before her.

Glynda Goodwitch adjusted her glasses and breathed out slowly. "Hard to say with him. But I have a feeling that he will want to meet this young man in person." she turned to her subordinate. "Shadow, I'm sending you out on another mission. Gather any and all vital data you can on Arachnid. No rumors or speculation, I need actual facts."

Shadow nodded, "Yes ma'am." with that she disappeared into the darkness. Glynda looked back down at the scroll handed to her at the frozen image of the young hero.

"I wonder what he's going to say regarding this one."

**_A/N: And that's a wrap for now. Things are starting to come full circle, the next two chapters will transition this story into the first season of RWBY and really take off from there. And there will be some big changes with what I've got planned, so if you have any thoughts on the matter let me know and I'll see if I can fit them in somewhere._**

**_Velvet is still the favorite for a future pairing, and even though I have the two of them getting closer it's still a platonic relationship until the time comes to decide on who's going to be with Matt. Another thing for you guys to offer you're imput on, just let me know._**

**_Till next time!_**


	8. Unexpected Truths

**_A/N: Hello true believers!...I know I ripped of Stan Lee but it had to be done at least once. Anyway I've been really liking the feedback from a lot of you and I have to say that I feel really good about my writing. And I can say that I do what I can with what I have considering I got a life outside of this, but this is one hobby that I love and will continue it until may fingers fall off._**

**_I know for a fact that many of you are wondering about what could take place in the future and how canon will be effected. I will say this, canon will be mostly the same, just with a few new added twists. But there will be a couple of big changes that you won't see coming to make this original. I've been doing pretty good with my own material added to the RWBY universe and I want to keep that going as much as possible._**

**_For this chapter, I'm going to be throwing a few things your way that you may, or may not, have seen coming. But by the end, you'll be begging for more! I can guarantee it!_**

**_Disclaimer:...won't even try._**

_Everything was dark, and endless pitch that seemed to stretch on forever. The air felt heavy, almost like the humidity of a summer day before a big rainstorm, a strange fog filling the void adding to the unsettling atmosphere. _

_Matt looked around for anything that could help him figure out how he got here, but only finding more shadows and echos. "Toxin, where are we?" He received no response from his partner which had a sliver of panic shoot through his mind. "Toxin? Are you there?" he tried again with the same result._

_"I'm afraid your other is temporarily separated from you on a mental level." The teen spun around and found himself facing an elderly woman with long grey/silver hair wearing a pair of red tinted sunglasses and a long dark-red dress with a black spider symbol that reached her ankles. She was seated on a stone throne-like chair with an enormous spider web that stretched out into the darkness._

_For a moment he couldn't make heads or tails of who this woman was, then it clicked. Several stories Peter had told him about someone who acted as a 'cryptic adviser' that gave him warnings and clues when something big was about to happen. A cosmic being who was said to be more powerful than Doctor Strange._

_"Madame Web..." he said feeling more than a bit nervous to be in the woman's presence._

_She smiled softly at him, "Yes, it seems Spiderman has shared many of his past experiences with you if you are aware of who I am. You don't need to be afraid, child. I mean no harm to you."_

_The teen relaxed a bit and straightened himself a little bit. "It's actually nice to finally meet you, ma'am." he said scratching the back of his head. "Uh, not that I mind being here, but why am I here."_

_"I have been watching you for some time, Matthew. Seeing you grow into the hero that you are today." said Madame Web. "I saw many paths your future could have taken depending on the choices you could have made. You've overcome so much in your short life, baring the weight of the world much like your mentor before you. And now you bare the weight of another world after being taken from yours."_

_Pausing a moment, she looked over the young hero before her as she spoke again. "I have brought you here, because it would seem fate has chosen you for higher purpose. An accident that has opened many doors full of possibilities."_

_For his part, Matt tried to understand as best he could. But he was starting to see what Peter meant when he talked about how cryptic she was. "Okay...and what is this 'purpose' exactly? And how does the lab accident tie into all of this."_

_The cosmic being leaned back in her seat, gathering her thoughts. "The world you now reside in, is in great danger. And is at risk of falling to a darkness that has been plaguing humanity since the dawn of creation. Several cataclysmic events will occur, and if the people of Remnant are not prepared for them, the four kingdoms will fall to the creatures led by the darkness."_

_He didn't like the sound of any of that, his mind racing as he figured out what she was talking about. "You're talking about the Grimm. Those monsters are always a threat, but are they even capable of overthrowing the kingdoms?"_

_"It is not just the creatures of Grimm that mankind should be weary of." said Madame Web. "There are those that wish to control the world of Remnant to the way they desire through fear and destruction. These two factions alone could lead to the downfall of humanity as a whole."_

_Matt ran a hand down his face. "What does this have to do with me?" he asked wanting to get to the point._

_"You're arrival in this dimension was indeed an accident. But through this event you became one of several keys that could prevent Remnant from falling. A beacon of hope for those that will lose theirs, instilling strength in those that have the will to fight." said the woman. _

_For a while, the young hero stood motionless as he tried sorting his thoughts as best he could. Had be been a 'normal' person, he wouldn't have believed any of this. But growing up in a world with super powered beings, gods, an cosmic entities, he found it hard _not_ to believe Madame Web's words._

_Sighing, Matt looked to the cosmic being as she waited for him to speak. "How exactly do you expect me to do this? I mean, Toxin and I just barely started getting used to this place and now you're telling me that I'm somehow suppose to save it?" _

_"Much like your mentor before you," she said wistfully. "The first step in your journey will reveal itself when you least expect it. Find the innocent soul that is as strong, yet fragile, as the flower of which they are named, they will lead you down the proper path. You will be tested, your mind, your heart, and your body pushed to their breaking points. But you must overcome them if you wish to save the people of your new home."_

_The darkness around them started shifting, growing ever darker as it started to close in on them. "Our time has come to an end." Madame Web said as blackness surrounded them now. "Good luck, Matthew. But take heed, you are not the only being lost in this universe." With that, she faded into the background out of sight._

_Matt felt his heart clench when she finished speaking, "Wait! What does that mean?!" His words swallowed by the shadows as he faded into black as well._

X

Bolting awake, the young hero took several gulps of air as he found himself back in the hospital room in the same armchair where he and Velvet had fallen asleep. _**"Matt?! Are you alright?!" **_Toxin said in a slight panic. _**"Our connection was blocked the whole time you were sleeping, what happened?" **_

Getting his breath and heart rate under control, Matt ran his hands through his spikey-brown hair and shook the last dregs of what he had experienced from his mind. _"We got a visit from Madame Web. She told me some things that just made our time in this dimension a little more difficult."_ He recalled everything he and the cosmic being had discussed, the mental link he had shared with the symbiote restored as it went over everything.

_**"...Well, we had a feeling that things wouldn't be as easy as we first thought."**_ Toxin said back after the last of the memories passed._** "What do you think we should do?"**_

_"Not a whole lot we can do other than follow what little instructions she gave us." _the host thought back as he surveyed the room and finding himself alone. _"Where's Velvet and her folks?"_

_**"They left a little while ago, Steffan woke up and was taken to have a few tests done to be sure everything was alright. Leanna went with him."**_ Before Toxin could continue the door opened and Velvet walked inside with two steaming foam cups in her hands.

"Oh! You're awake." she said surprised to see him up. "I didn't know how you liked your coffee, one cream and sugar okay?"

Matt smiled at her and accepted the offered cup, "That's fine, Vel. Thanks." he said taking a few sips and feeling the warmth spread down his throat. "Everything okay with your dad?"

The rabbit-faunus nodded as she drank her own coffee, "Yes, he woke up two hours ago and they took him down to run a few tests to be sure everything was okay." the smile lighting up her face bringing a smile to his own knowing that she was happy.

A few moments passed in silence, both teens knowing that there was a rather large elephant in the room that needed to be talked about. "Did...Did you find out who did this to my dad?" Velvet asked hesitantly.

Nodding seriously, Matt stood up and tossed his empty cup away before turning to her. "I did. They were a bunch of thugs that were hired by Roman Torchwick. Bastard's been hitting places all over Vale for some grand plan."

Velvet gasped knowing the name well, "Did you get him?" she asked wondering if that was the reason why it took him so long to ge back.

Her friend shook his head no, "Got the information from a broker/crime boss after taking down a large chunk of his payroll." he saw the startled look she was giving him and put her fears to rest. "Everything's fine, no one got hurt but those assholes. And now I have a decent lead to go on."

The rabbit-faunus rubbed her hands together, nervous as she talked about the _other_ elephant in the room that needed to be said. "M-Matt? About you're secret, you don't have to-" she stopped when he held his hand up.

"Vel, I made you a promise to tell you the truth and I will. You figured me out, and I want to show you how much I trust you by telling you everything. We'll just wait for your folks to get back, like I said last night, I'm pretty sure they figured me out too." he saw how she averted her gaze from his and knew he had hit the nail on the head.

A minute later the door opened and Steffan Scarlatina was led inside with the aid of a nurse and Leanna. Hopping back into bed and getting comfortable before looking at Matt and smiling. "Matt, good to see you're awake. Now I get to thank you in person."

Matt smiled back, "I'm just glad you're still with us. You would have done the same for me."

"That's more than true, but if it hadn't been for you're quick thinking, I wouldn't be here now." the wolf-faunus held his wife's hand as he said this. "For that I will forever be grateful."

"It's the least I can do. You've all become good friends, I couldn't live with myself if anything happened to any of you." came the reply.

Leanna smiled warmly, "We think the same of you. Ever since you came into our lives, Steffan and I think of you as family. Despite you being human and the threat of receiving hate for associating with us, you never once turned us away." she looked over at Velvet, "And you've been the greatest friend to our daughter. That alone shows how noble and caring you are."

Velvet blushed when her mother put her on the spot like that, but she agreed whole heartedly with her parents' words regarding Matt. And after what was confirmed the night before, he was truly amazing.

The hero in question nodded before turning serious, "There's something I have to talk with you guys about. And I think you know what I'm thinking." he looked the two older Faunus in the eye, they shared a glance before turning back to him and nodding in return.

"We figured this was coming." said Leanna gently. "We've known about your, 'nightly activities' for some time now. At first we were concerned, but after a while we were able to figure out what was happening."

"How did you find out?" Matt asked a little curious.

Steffan pointed to his wolf-ears, "These aren't just for show. And since I went through the war, I'm a very light sleeper. Not to mention that we can smell mutliple times better than humans. Since the day we met you, you've smelt...odd, for lack of a better term. Each human has a unique scent and you're no different, but there seems to be another mixed in with yours that can't be placed."

There was silence that stretched out a few moments before Matt sighed to himself, "I had a feeling that I would be explaining this to you guys eventually. Even after everything I learned about the Faunus, I still believed that I could continue my hero bit without being noticed."

He gathered his thoughts for a moment before continuing, "Velvet approached be about it last night. I promised her, and you both, that I would tell you everything. After what you've done for me up to this point, I can honestly say that I trust you all a great deal. And I know I can trust you with my secret, and my past. But I must warn you, a lot of the things I'm going to say will sound farfetched at best. Just bare with me and I'll try to explain things as best I can."

The Scarlatina's all got comfortable as the young hero prepared himself, "Alright, well, for starters, I'm not exactly from Remnant..."

X

Roman was not happy, that much was for certain after receiving the news that he had twenty minutes ago.

Junior's club had almost been completely destroyed, his staff decimated with most of them in the hospital while the broker himself was sitting in a cell at the local police precinct. Given the man's connections he'd eventually be released. But it would be several days to a week before he managed to re-attain his freedom.

Getting ahold of the security footage from the club, the criminal mastermind watched the blonde girl start the whole incident...until Arachnid arrived and helped her smack around the muscle Junior had hired. Even managing to take down the Malachite twins and the man himself as though they were nothing.

Slamming his fist on to the desk with a growl, teeth biting down on the stub of his cigar, Roman stood up abruptly and glared at those gathered around him. "I want him dealt with." he said with his eyes scanning the group. "He's interfered with _two_ separate operations, and with Junior locked up most of our information traffic his now down. If you find the bug..._crush him_."

The thugs all nodded and left the room quickly to carry out their tasks. Leaving one standing in the center of the room facing their boss. Dressed in a black body suit and kevlar armor with red trim, a helmet on his head with a pair of red-glowing goggles over his eyes and a mask covering the lower half of his face. He also had a utility belt filled with equipment, rounds and a sidearm strapped to his thigh.

But all of this paled compared to the high-powered sniper rifle that was strapped across his back.

"Bugs' definitely got under your skin, eh boss?" the man said with a chuckle.

Roman snapped his gaze to him while taking a drag off his cigar. "He's a pest, nothing more. And before this is over he'll be just a smear on the bottom of someone's boot."

The man pulled out a high caliber dust-bullet and began twirling it around the fingers of his right hand. "You want me to go after him? From what Crimson said he's a hell of a fighter. Might even work up a sweat before drilling one of these through his skull." He flicked the round into the air and caught it between his thumb and forefinger.

"As much as I would love to see that, you have a more important assignment at this time." Roman reached into his coat and pulled out a photograph, sliding it across the desk toward the sniper who snatched it up and looked it over.

He shook his head, "This...is big. And it's not gonna be cheap if you want it done." he said scanning the image thoroughly.

"I'm aware. But you're the only one capable of pulling it off and not leaving a trace. The target's location is on the back of the photo and they'll be there at 8:00 tomorrow. You'll be paid when the job is done." the crime boss took another drag on his cigar, "You've come highly recommended, Xero, so you better be worth every Lien."

Xero grinned beneath his mask, "Don't get your undies in a bunch, Torchwick. I'll get it done. Just make sure my payment's ready before I get back." he spun on his heel and headed toward the door, glancing down at the picture of his target that would meet their end.

The image of a young woman with snow-white hair, pale skin and blue eyes with a scar going down over the left one looked back at him.

X

It was almost comical to see such a wide array of emotions pass over a person's face, let alone three of them.

Matt had told them the whole story, starting with what his world was like and the number of heros and villans that fought one another for the safety of the innocent. He also talked about SHIELD and their job in making sure Earth was safe from threats normal people were unable to handle.

When he got to his story things started getting tense. Talking about his life leading up to when he encountered Carnage that one night over a year ago. Seeing the family of Faunus turn pale as he recounted the incident with the psychopathic symbiote proving that they were taking his tale to heart. Especially when the talked about how Carnage and Venom fought over the fate of the newborn symbiote that had been implanted within him.

From there he had to split off into an explanation of what a symbiote was, and that unlike its ancestors, Toxin wasn't a threat to him and was his partner when he fought and instead gave him strength, speed, dexterity, heightened reflexes and his spider abilities.

Going back to the story, Matt talked about how he trained with Toxin and became the hero that he was...and how everything had gone bad when he discovered his mother's murder at the hands of Carnage. Leanna and Velvet both embracing him tightly as he recalled her death and offering what comfort they could as he continued about what he had done the following year.

Being taken in by the Parkers, training with Peter and his alter-ego Spiderman, everything leading up to the fight in Stark's lab and the dimensional portal that had torn him from his world and thrown him into Remnant.

"And the rest...is pretty much history." he said finishing his tale. The Scarlatina's were speechless, to say the least. Velvet had tears in her eyes, as did Leanna as they tried to wonder how he could have taken on so much and continued to push on like he had.

Steffan was looking at him with pride and respect in his eyes. To see someone as young as him overcome such challenges and retain the morals that he had was commendable, not many were like that even in their world. _"He'd make one hell of a huntsman."_ he thought to himself.

"How did you overcome so much?" asked Velvet stepping a little closer to him.

Matt looked out the window, seeing the many buildings that took up Vale's interior. "A good friend of mine once told me, 'with great power, comes great responsiblity'. Someone he cared for told him that shortly before they died and he kept those words close to his heart. It's a credo that I myself follow, even after coming to this world. Toxin and I still have a job to do as long as there are people that need help."

"Matt," the teen looked over at Steffan. "Do you think it would be alright if we...met your _friend_?" he asked trying to figure out the best way to label the alien life form living in Matt's body.

The hero nodded, just before his clothes started shifting. The Faunus could only watch wide eyed as his outfit melted into a series of red and blue tendrils that crawled over his body, coming up over his head and forming his mask as he took on his 'Arachnid form'. The mask receded so that they could see his face as he held out his hand.

"He wants to talk to you as well," three small tendrils slithered off his forearm and stalled in the air before them. Steffan and Leanna looked at one another, hesitant. But Velvet just reached out toward the thin appendage, allowing it to wrap gently around her wrist.

Nothing happened at first. The rabbit-faunus wondering if anything worked at all. _"Hello?"_ she thought slowly.

_**"Hello, Velvet."**_ the girl yelped when she heard the snake-like voice in the back of her mind. Catching the attention of her parents who gasped as she looked at the tendril around her wrist.

"It's...He's...talking inside my mind!" she said in a loud whisper. The older Faunus looking at the offered appendages and allowed them to slip around their wrists as well.

_**"You have nothing to be afraid of, I am no danger to any of you."**_ Toxin said making them feel at ease and tense at the same time.

_"Toxin?" _Steffan asked while meeting Matt's gaze.

_**"Yes, Mr. Scarlatina. I know this must feel strange and a bit frightening, but ever since Velvet managed to figure us out Matt believed that we should be honest with those that have earned our trust. I hope this doesn't make you think any less of us."**_ said the symbiote.

_"Not at all."_ said Leanna adding her own thoughts. _"We're actually very humbled that you both trust us so much. And if Matt says that you're okay, then we will believe him."_

_**"I owe him everything. Had he removed me and thrown me away when I was still but a newborn, I wouldn't have survived."**_ Toxin said through the shared link. _**"But since that day we have done everything in our power to use our abilities to protect those that need protecting. No matter the cost."**_

Velvet reached her free hand out and ran her fingers along the sinewy tendril. She could tell the symbiote was being truthful with them, and couldn't help but smile at how alike it and Matt were in terms of personality. _"They're so much alike."_ she couldn't help but think.

She felt Toxin 'smile' through the link and blushed realizing that it had heard her. _**"He's rubbed off on me since I was first implanted, making our personalities somewhat similar. We also think alike, which makes it easier to come up with strategies quickly in a fight."**_

_"Sounds like you could pass as a living semblance."_ said Steffan. _"Leanna said it best, if Matt can trust you then so shall we. And if your exploits around the city are anything to go by, you both are owed a lot of thanks. Especially from me."_

Toxin projected its own thanks before retracting the tendrils from their wrists and slipping back into the suit as Matt changed back into his usual outfit. "So...can I assume you guys are okay with having a hidden super hero living under your roof?"

Steffan and Leanna looked to one another briefly before going back to him. "We're fine with it, but there will be some ground rules." the wolf-faunus said in a parenting tone. "Don't put yourself in unnecessary danger...and don't be out past three in the morning."

"We can't tell you what you can and can't do in your free time, but as long as you're living under our roof you'll follow those two rules." said Leanna in the same tone as her husband before smiling and pulling the young hero into an embrace. "You'll always be welcome in our home, no matter what."

Matt couldn't help but smile back as he returned the hug. Stepping back only to be brought into another one by Velvet, a slight warmth spreading to his face as he felt her snuggle into him while hugging her back.

Despite this feeling of comfort he was now experiencing, he couldn't help but feel a sense of foreboding shiver through him. Madame Web's parting words making the gears turn in his head as he tried to concentrate on them.

_"I'm not the only one lost in this universe...she couldn't mean..."_ he held Velvet a little tighter on reflex, the rabbit-girl unaware of the troubling thoughts on his mind.

If Madam Web was right...then things could get much worse in the near future.

X _Forest of Forever Fall - North of Vale_ X

The many red trees that made up the forest moved gently as a small breeze blew through them, scattering red leaves to the winds and painting the ground with the same color. as they piled on the grass.

The forest itself lived up to the name, and it was one of the many locations infested with Grimm. That being said, mostly huntsmen and huntresses traveled the areas while others took the time to steer clear of it, out of fear of what they may encounter.

Deep within the trees, a bellowing roar echoed out across the land just as an Ursa Major was thrown through a tree, its body coming to rest on the ground and struggling to stand just as a black-clawed foot came down on its back. The impact causing a resounding 'crack' as the creature's spine was severed before a pair of clawed hands grabbed its bone mask and tore it from the now dead Grimm's skull.

Three other Ursa stood by, looking on as their pack leader had been slaughtered before regarding the one that had killed it. Another creature that the Grimm had never seen or smelled before, a hulking mass of black and white that overpowered the larger creature almost too easily.

White, demonic, pseudo eyes leered back at them. A long, serpent-like tongue flicking out and running over a maw filled with sharp fangs as it rose to its full height atop the dead Ursa Major. Arms extending at its sides while its claws stretched out some.

**"Who's next?"**

_**A/N...You know what? I'm leaving this as is. Review and I'll see ya next time!**_


	9. Saving an Heiress

_**A/N: Been a couple of days, hasn't it guys? And in that time I've been spending a few hours playing Spiderman: Web of Shadows to help me come up with some new combat ideas for Matt as he fights. And since things are flowing along rather nicely, I have high expectations for this fic.**_

_**This chapter here took me a while to put together, I wanted to add multiple points of view like the last couple and really get my OC connected with the RWBY universe before throwing him into the canon storyline. I know a lot of you still have questions, and some of them may be answered in this installment. So sit back, and enjoy the show.**_

_**Disclaimer: I still can't own it!**_

Beacon academy is said to be one the most prestigious schools within the kingdom of Vytal. Designed to help train young huntsmen and huntresses who wished to uphold the duty of keeping the peace throughout the world. The lessons that are taught within the walls by the staff of experienced hunters to help guide the next generation.

The school was run by Professor Ozpin, who was as diligent as he was eccentric. A man who had seen and done many things in his life, both good and questionable.

Currently, the school headmaster was standing in his office, facing the main window that overlooked the vast courtyard of Beacon's campus. Casually drinking a cup of coffee as a knock came to his door. "Enter." he said without even looking.

Glynda entered the room, data-pad in hand as she approached her boss' desk. "Glynda, to what do I owe this visit?" he asked turning to face her.

"I have something to show you, though I believe you may already know what it is about." she said handing the data-pad over. Setting his coffee down, Ozpin took the device and watched the video recording that was on it. The same one Glynda's subordinate had handed to her the day before.

Humming to himself, the headmaster watched the entire fight from beginning to end before handing the device back to the huntress. "It would seem Vale's new hero has made himself quite known in these last six weeks." he said picking up his mug and taking another drink.

"That it does, though I cannot completely condone his wreckless behavior." she flipped to another video, this one of a news broadcast that showed the masked teen saving an infant from a burning building. "However, his heart certainly is in the right place."

Ozpin nodded, "His skills and combat prowess are on par with experienced huntsmen. And his abilities, although bizarre, are unique and valued to those he saves. In such a short span of time, he has instilled a lot of hope and peace throughout Vale."

Glynda looked up at her boss over the rim of her glasses, "Why do I get the feeling you have been watching him all this time?"

Facing his computer, the headmaster punched a few keys before turning the screen to face her. "This footage was taken within the Emerald Forest, on the edge closest to Vale roughly six weeks ago at 9:55PM." The screen showed an empty clearing somewhere within the forest, everything peaceful and quiet before a strange black and purple sphere suddenly sprang into existence.

Both professors watched as the sphere pulsed once then disappeared as quickly as it had come. Leaving behind a prone body on the ground where it had been. After several minutes, the body started moving, getting to their feet and looking around before staring up at the moon above.

Ozpin paused the footage and zoomed in, the lighting was low, but it was enough for them to recognize the crimson and dark-blue suit that Arachnid was known to wear...only the hero's head was exposed revealing his identity.

"What did we just see?" the huntress asked, surprised at both the teen's sudden appearance and seeing the face beneath the mask.

"An anomaly that has never been recorded on Remnant." said Ozpin as he continued drinking his coffee. "It appears that our young friend isn't from around here, but there is so much more to him than we may possibly realize." He pressed play again and they watched as the young hero stood motionless for a while before snapping his head to the side, his stance becoming defensive.

Glynda's eyes furrowed as she watched his suit seemingly come alive and slither up over his head and forming the mask that had been seen on every newspaper throughout Vytal. That's when a pack of young Beowolves made themselves known, attempting to surround the hero on all sides.

They watched as the teen fought them, using his speed, reflexes and the strange ability to make weapons out of his suit to dispatch the Grimm before taking off into the forest in the direction of the city.

Curiosity peaked, Glynda tried to evaluate what they had witnessed. "I have never seen a semblance like that before...it's almost as if the suit he wears is a separate entity that he can control. Though I can't be completely sure."

Ozpin turned back to face the window again, "I have been meaning to sit down and talk with him for some time now. His skills in combat would be invaluable considering how he handled the Grimm. And since he has proven himself time and time again that he is the kind of soul that will do whatever it takes to protect the innocent, has proven to me that he should be given an opening here at Beacon."

"Are you sure that he will accept?" the huntress asked. "Given his current..._profession_, he might be inclined to stick to what he knows."

The headmaster merely shrugged, "Perhaps. But we won't know until we ask him ourselves. And I have a feeling that we will be meeting him soon enough."

Glynda nodded and excused herself, leaving the man alone to his thoughts as he looked past he courtyard outside to the outline of Vale in the distance. "I know you wish to keep yourself hidden from the world." he said to the empty room, turning to the monitor on his desk and seeing the frozen image of Matt's face. "But this world needs heros like you in more ways than you can possibly imagine."

X

The night-time had started setting over Vale as Matt stood on top of the Scarlatina's shop, his suit on save for his mask as he watched the sun slowly descending over the rooftops.

Steffan had been released from the hospital that morning after being given a clean bill of health. His injuries healed, but he was told to take it easy for a few days to be sure everything was in the clear. The teen had spent the good part of the day helping fix the shop, now that the family knew about his abilities he didn't have to hide his strength and was able to use it freely to repair the damage that had been done.

Velvet had been there helping him as well, the two of them chatting as they made sure the place looked as good as it did before. The rabbit-faunus even telling him the good news she was planning on telling him before her father had been shot.

His friend had been accepted into Beacon Academy. Her high scores and combat skills securing her a spot in the student body and was being sent there in the next two weeks.

Matt was proud of her, giving her a big hug and telling her such and that she deserved this opportunity more than anything. He felt a slight pang in his chest knowing that his closest friend would be gone most of the year at school, but it was her dream to be a huntress and he would support her and be the friend that she needed.

_**"Penny for your thoughts?"**_ Toxin asked all of a sudden and making him blink.

_"You already know what my thoughts are, Tox. Doubt I have to explain them too much."_ Matt replied from his spot on the building's ledge. He'd been thinking about everything that had happened in the last day, mostly about his encounter with Madame Web and her warnings. _"I don't wanna think about the amount of damage those two psychopaths could do to this place."_ he growled mentally while thinking about Venom and Carnage.

_**"We haven't seen or heard anything about them since we arrived. I haven't even been able to detect them the entire time we've been in Vale."**_ said the symbiote. _**"If they did come here with us, chances are that they were thrown somewhere else in the world."**_

Matt shook his head, _"Doesn't change the situation. That just means they're somewhere else causing havoc. We'll just have to keep close tabs on the news until we hear something that matches their patterns."_

The door behind him opened breaking the mental conversation as he turned to see Velvet standing in the entrance. "You weren't there for dinner...so I assumed you'd be up here." she said coming up and sitting down next to him.

"Yeah, a lot on my mind right now. Sorry for worrying you." he replied going back to looking out over the city. A soft hand held his face and turned him to look into a pair of chocolate colored eyes.

"I do worry about you." the young Faunus said biting her lip. "Ever since you told me and my parents about your past you've been distant. Is there something wrong? You can talk to me if there is."

Matt wanted to lie, tell her everything was fine and that there wasn't anything she needed to be worrying about too much. But he just couldn't do it. The way she looked at him had an ability to disarm any way he could have mislead her. For the longest time he believed that was her semblance.

Toxin made whipping sounds in the back of his mind and he told the symbiote to shut it before answering her. "There might be...something wrong." he admitted while trying to find the best way to explain it. "Remember how I explained about the portal that pulled me and Toxin here?" Velvet nodded giving him her undivided attention. "There is a chance that I didn't come here alone."

The rabbit-faunus tilted her head, "What do you mean? Who else could have come with you?" she asked curious.

Sighing, the young hero rubbed his eyes before answering. "When me and Pete were fighting Venom and Carnage...they may have been sucked into the portal with me." Velvet's face paled, the stories he had told her about the other two symbiotes and how ruthless they were coming to mind as her heart rate picked up.

"Are...Are they..." she swallowed the lump in her throat unable to finish the sentence.

"I'm not sure." Matt said scratching the back of his head, "I've been keeping an eye on the news for anything that matches their description. And Toxin will be able to sense them if they were close enough. So far they aren't in Vale...for now anyway."

Seeing the scared look on his friend's face, he reached out and held her hand giving her what comfort that he could. "If they do show up...I'll beat them and make sure that nothing happens to anyone. I've done it before, I'll do it again."

The conviction and strength in his voice eased her mind a bit, but not completely. The way he had described his world made everything that happened here seem easier in comparison. The only thing the people of Remnant had to worry about was the Grimm and a couple criminal organizations, Matt's world was filled with beings with powers that made any semblance pale in comparison. Many of them capable of untold destruction.

She believed him when he told his story, her parents took a while to process but realized that he wouldn't make up such an elaborate story. Save for not telling them about his time out at night, he never once lied to them and was always up front and honest, so in the end they could believe him easily.

And to know that two deadly beings from his world were possibly now loose in Remnant filled her with dread. She knew he could handle himself in a fight, but a large part of her worried for him in ways that had become like second nature to her in recent days.

Squeezing his hand with hers, Velvet looked at him seriously, "Just...please be careful. I know you can take care of yourself, but I wouldn't know what to do if the worst should come to pass." she said a bit hesitantly.

Matt smiled at her, tucking a strand of long brown hair behind her human ear. The soft contact causing her cheeks to glow a little bit. "Nothing's going to happen to me, Vel. And I'll be careful. The last thing I'd ever do is something that would hurt you."

They sat in silence for a few minutes, the sun having vanished below the horizon and the streets now alight with night time activity. A distant siren breaking the moments and making Matt narrow his gaze where the alarm was coming from. He looked back at Velvet who was giving him a warm smile, the look making his heart stutter a moment.

"Go out there and save the day, hero." she said softly. Before he could react she had leaned up and pressed her lips to his cheek, lingering for a second before stepping back with her face burning.

The young hero felt his own face heat up from the contact. But despite the sudden turn of events, he smiled at her even wider which in turn caused her blush to deepen. Quickly forming his 'mask' before leaping off the roof and swinging into the city.

Velvet watched him go, her face still a bit red as she turned and headed back inside. Sending one last look out toward where Matt had gone before smiling to herself.

X

_**"Sooooooo..."**_ Matt rolled his eyes hearing the tone in Toxin's voice after he finished dealing with a couple of car-jackers who had been in the act of trying to take a supply truck when he arrived.

_"Don't start."_ he thought back not wanting to hear it as he stung up the crooks..

_**"Oh, I'm starting. What was it you were saying a few days ago about you and rabbit-girl just being friends?"**_

The hero shook his head as he took to the air again. _"We are, don't read to far into this."_ he muttered while firing another webline.

Toxin 'grinned' through their link. _**"I'm not 'reading to far into it' if the writing's on the wall. I know it, you know it, **_**Velvet**_** knows it."**_ the symbiote said, purring the girl's name and getting its host to blush. _**"See? You, my oblivious host, have **_**it**_**."**_

_"Have what?"_ Matt asked getting frustrated to the point of not being able to concentrate that well at the moment.

_**"The love bug!"**_ The hero almost slammed into the side of a building, but managed to quickly fire another webline and avoid becoming a greasy smear on the brick wall. _"WHAT?!" _he nearly shouted out loud after regaining himself.

_**"It's as clear as day!"**_ the symbiote continued completely unhindered by what almost happened. _**"Just from the way you are around her, you have a thing for her. And don't say it's just a strong friendship!"**_ it shouted when its host was about to deny it. _**"I'm a part of **_**you**_**, can feel all your thoughts and emotions remember?. Ever since the two of you became friends you've had this connection with her, it's strong, so much so that I couldn't believe it."**_

Matt leapt off his last line and landed on top of a building, not wanting to risk crashing into something with the mental debate he had going on. Though...at this point it wasn't as much of a debate anymore since Toxin was able to put holes in his defenses. _**"Just admit it. There's no shame in it at all, Matt."**_ his 'partner' coached.

Rubbing his face through his mask, knowing that the alien wasn't going to let it go, the young hero breathed deeply. "Alright...fine. I do care about her as more than a friend." he said out loud. "Happy now?" he asked with an edge in his tone.

_**"I think the real question is if **_**you**_** are happy now?"**_ the symbiote asked. Matt was confused at first, but realized that he felt a small weight lifted from his chest since he said the words out loud so he could hear them himself.

In all honesty, he always had a deep attraction to Velvet. She was pretty, smart, and when she opened up she could be funny too. Not to mention her rabbit-ears made her look adorable. And when they hugged, he felt warm inside. Almost like a part of him that had been missing had been found.

Thinking about her smiling face, and that moment when she kissed his cheek before leaving, had his heart pumping again. But the more he thought about it, the more he shook his head. "Forget it." he muttered walking toward the building ledge. "She probably doesn't feel the same way anyway. It'd just make things awkward between us."

"_**I wouldn't be to sure of that."**_ said Toxin making him pause. _**"Don't forget that you had me touch her consciousness back at the hospital along with her parents. She had no way of knowing that I could pick up a good portion of her surface thoughts as I maintained the link."**_

Matt's eyes widened, "What are you saying?" he asked, swallowing the lump in his throat. His heart suddenly hopeful.

The symbiote grinned again, _**"Oh, so **_**now**_** you wanna know? What happened to all of that denial earlier?"**_ It's host gritted his teeth and reflected his frustration through their link getting the alien life form to laugh. _**"Alright, alright relax. I was only kidding. Essentially, she thinks the same way about you. But given her nature she's too shy and scared to come out about it."**_

Toxin was being completely truthful, that much was for sure, Matt still found it unbelievable but a large part of him wanted it to be true. She was his first friend in this world, and he was starting to fall for her. It should have been strange with how quickly it was happening, but oddly enough it felt...right.

Then he remembered what she had told him earlier which started to bring his spirits down again, "She's going to Beacon, to become a huntress. How can anything work if we're-" _**"Matt, stop looking for excuses to delay your own happiness!" **_his other shouted in frustration. _**"I have been there with you through a lot of hard times. The things we've overcome, people expected us to fail save for those that were close to us. And yet here we stand."**_

_**"We owe it to those we left behind to push on, that means you moving on with your life and really building something for yourself here. Don't let it slip away because of the past, and stop worrying about the future, live for right now."**_

The words had rocked him to the core. He'd never heard Toxin speak like that, the symbiote literally taking all of his fears and doubts and throwing them into the open and telling him to move on. And his partner was right. Even with the fear of Venom and Carnage out there somewhere, Madame Web's warnings and the unknown future before him, he deserved to start something new here on Remnant.

_'You can't be a hero all the time. Sometimes you need to just experience life and go with the flow, enjoy what there is and don't take anything for granted.'_ Peter's words from what seemed like ages ago rang through his head filling him with a new resolve.

_"He's right. They both are."_ he thought to himself smiling while causing Toxin to smile too. _**"And he finally understands, ladies and gentlemen."**_ the symbiote jeered making its host chuckle.

"When did you become so philosophical?" he asked after his little epiphany.

_**"One of us has to be while the other is stuck tossing around their own thoughts." **_Toxin said as the earlier tension dissipated. _**"So now that you've gotten all that cleared here inside your head, what are you gonna do now?" **_

Matt raised his hand and fired a webline before swinging from the rooftop. _"I still need to think about all of this to be sure of everything. So for right now lets finish our patrol for the night and tackle this in the morning."_ Getting a silent agreement, the young hero continued to search for any more trouble with a much clearer head.

Unaware that his night was just beginning.

X

In the more Northern section of the city, a large group of high-classed people could be seen entering the large amphitheater that was used for orchestras and concerts that people could enjoy.

Only those with money could really afford to get into such a place, but at times folks walking along the streets could hear the beautiful sounds of music coming from within the structure's walls. And tonight was a special treat for those who managed to afford tickets.

However, one person in the building had entered without one. And he wasn't there for the music.

Xero walked along the catwalks along the ceiling that surrounded where the audience sat, sniper rifle setting on his shoulder as he surveyed what would soon become a killzone. The bodies of four theater attendants and two security guards layed sprawled out behind him, hidden in shadows so that they weren't discovered.

Finding a spot that gave him an open view of the stage with nothing blocking his sight, the sniper undid the bi-pod of his rifle and set it up on the platforms railing, bracing the stock against his shoulder while he adjusted the sights to accomidate distance and wind resistance considering the building had an open roof.

Finally set up, a soft beeping was heard in his ear. 'Are you in position?' Roman's voice echoed.

The assassin cocked the bolt handle back, chambering a high-caliber dust round and keeping his eye locked on the sights. "Oh, I'm ready." he replied as the lights around the theater dimmed and everyone below got into their seats. "The moment her little song is over...the Schnee family tree will be _clipped_."

The maliciousness replaced the joking attitude in Xero's voice as he prepared to finish his contract. But his focus on his coming target made it so he didn't see the form of another individual swinging through the air and on to the edge of the theaters roof 30 meters away.

X

Matt landed in a soft crouch on the edge of the open rooftop to the large theater that he had been reading about while researching Vale's layout. It kind of reminded him of the large theaters back home in New York where large bands, singers and playgroups performed for big crowds.

He remembered when Aunt May had asked him to escort her to one months ago. And was surprised at how good of a time he had when they had gone. _"Wonder who's performing tonight."_ he wondered as he noticed the banners on either side of the stage. Pale-blue backgrounds baring a large white snowflake insignia.

The hero knew the symbol well, the mark of the Schnee family and one of the biggest corporations in all of Vytal and possibly the four kingdoms. The company dealt with various innovations of technology and other well known products such as ammo and medical supplies. But their biggest business venture was the mining, refining and distribution of dust, the entire company was based around it and no other business could do what they could.

If he could compare the Schnee company to anyone back home, it would be a combination of Stark Industries and Oscorp. They were working for the betterment of mankind, but at the same time Matt knew that they had questionable partners and customers across Remnant.

His musings on the massive corporation was stalled when a voice boomed over the PA system throughout the theater. "Ladies and Gentlemen...Weiss Schnee." The hero's eyes trained on the center of the stage where a young woman stepped out into the spotlight. Her outfit the same color as her hair which was as white as snow, her beautiful pale face glowed in the the light while her bright-blue eyes looked out at the crowd.

The audience fell into a hushed silence as a piano began to play a soft tune on the other side of the stage, the lights all around the theater dimmed, leaving the heiress of the Schnee family the center of attention. Closing her eyes as the melody carried her away.

_"Mirror...tell me something._

_"Tell me who's the loneliest...of all."_

Her voice was soft, but she sounded like an angel. Matt was struck speechless from her singing, finding it hard not to hang on very word.

_**"Matt something's wrong!"**_ Toxin exclaimed making him jump. _"What is it?" _he asked back now fully alert.

_**"There's someone else up here with us, on our right."**_ Matt looked down from where he was perched and down on the catwalk below where he could make out the outline of someone leaning against the railing, the barrel of a long rifle stretched out before them.

The young hero's eyes shot open when he recognized that particular stance. _"SNIPER!"_ He fired a webline from his wrist and catapulted himself toward the individual. The orchestra around the stage began playing in tandem with the girl's singing.

_"Mirror, tell me something."_

_"Tell me who's the loneliest, of all."_

Xero kept his crosshairs locked on to the heiress' head, her hair color proving to be a good enough target as his finger hovered over the trigger. His attention solely on his target until he heard something attach to the railing behind him.

Looking up and over his shoulder, he barely had a second to register something was amiss when a fist connected hard to the side of his helmeted head and sending him stumbling back. Sniper rifle clattering to the platform as he regained his footing and addressed the new threat.

Arachnid stood before him, fists clenched and his body tense as he leered at the assassin. "Sorry, no ticket, no admission." he said narrowing his gaze.

"Heh, guess I'm lucky tonight." Xero said standing up straight and drawing the silenced pistol from his thigh holster. "I get to kill an heiress...and a bug!" he raised the weapon and fired. The barrel chirping loudly with each round that exited the chamber .

Matt ducked down and jumped over the bullets, using the railing to rebound off and kick the sniper in the chest.

_"Mirror, what's inside me." _

_"Tell me can a HEART be turned to STONE."_

Xero righted himself as he glared at the hero through his multi-vision goggles. Pressing a switch on the handgun he was holding, the weapon changing shape and converting into a baton, another button was pressed and electrical volts danced along the end of it while the sniper drew a combat knife in his spare hand.

Claws forming on his hands, Matt took a stance as the assassin charged him. Swinging the stun rod toward the hero's head and slashing sideways with the knife.

The teen's hands came up and parried and deflected the strikes with his claws, firing a bladed tendril from his forearm and swinging it downward forcing Xero to backflip away just as the appendage sliced a deep cut in the metal where he had been standing.

Snapping back, the sniper flipped the knife around his hand until he was holding it by the blade and throwing it the short distance toward his target. Matt leaned to the side, snatching the knife out of the air and hurling it back at its owner while at the same time firing a handful of hardened spikes from his hand. Xero ducked and rolled under the projectiles, coming up in a jump and sending a spin kick toward the hero.

A clawed hand grabbed the foot before it could connect, the teen's foot snapping out and connecting with the assassin's chin and knocking him on to his back.

Rolling with the momentum and getting back to his feet, the sniper switched his smaller weapon back to gun-mode and emptied half a clip at the hero. The rounds charged with electrical energy. Matt fired two weblines into the light fixture above and pulled himself up, launching himself down at Xero who rolled forward again, scooping up his sniper rifle and spinning around to take aim.

The two stood still, waiting for the other to make the next move as they glared at one another while the act below continued on without even knowing what was happening above.

"Why are you trying to kill her?" Matt demanded, keeping his eyes on the assassin and seeing the man's finger hovering around the trigger of the rifle.

"Cuz that's what I'm paid to do kid." Xero said without a hint of remorse. "Sometimes I kill good people for money, sometimes I kill bad people for money. As long as I'm in possession of said money, nothing else matters to me. And I'm seeing plenty of Lien from where I'm standing." without warning he fired his weapon. The sound being swallowed when the heiress sang a melody of high notes on stage.

Matt slid across the ground under the round as it pierced the back wall at the other end of the catwalk. Shooting to his feet and throwing a right cross toward the assassin's face who brought up his rifle to block. The teen's enhanced strength denting the rifle's firing chamber and making the long barrel bend a few degrees making it impossible to fire without repairs.

Tossing the ruined weapon aside, the assassin snapped out his arms causing two hidden blades to snap out into the open as the two combatants started hacking and slashing at one another.

_"Mirror, Mirror what's behind you?"_

The spider-hero spun on his heel and elbowed Xero in the solar-plexus and leaned back from a blade aimed for his throat. Following up with an uppercut to his gut that warped his armor.

_"Save me from the things I see." _

Pushing his aura into his now damaged ribs, the sniper slashed with one arm and stabbed with the other, managing to score a hit and slicing a cut in the teen's side. But the skin and the suit sealed themselves quickly as an open palm struck him in the face breaking his goggles.

_"I can keep it from the world,"_

_"Why won't you let me hide from me?"_

Matt didn't give him any breathing room, delivering strike after strike. His attacks becoming stronger and more forceful, breaking bone and damaging armor easily as the assassin was forced back and unable to bring up his defenses as his aura faded to almost nothing. Blood staining his face mask as the damage became more and more severe.

_"Mirror...Mirror, tell me something."_

_"Who's the loneliest of ALL?"_

One final hit sent the sniper through the railing, a hand snapping out and grasping him by the throat keeping him suspended high above the ground level. Goggles damaged, his eyes looked into the hooked pseudo eyes of the spider-hero as he literally held the man's life in his hands.

_"I'm the loneliest...of ALL."_

The song ended on stage and the crowd applauded toward the heiress as she opened her eyes and blinked. Looking up toward the shattered moon in the sky above, she gave a curtsey before stepping off the stage with long, graceful strides.

Not knowing that her life had been in the crosshairs minutes before.

Struggling in the grip of the teen holding him, Xero attempted to get free while Matt tightened his grip. "Game's over asshole." he growled darkly at the assassin.

The man started to chuckle, his energy finally fading as he hung limply in the air. "That's what you think, kid." he said lowly. "I never give up on a mark," he pulled out a device and quickly hit the switch on it before Matt could stop him. "You wanna save that white haired bitch so much...you got 45 seconds."

Matt felt the air get stolen out of him realizing what the sniper had done. He had an ace in the hole incase he couldn't kill the girl after her performance. "Where's the bomb!" he roared squeezing Xero's throat tighter.

The sniper just laughed despite his throat being closed up. "Wasting...time...bug! Better get to her...fast." he chuckled again as blood dribbled out of his mouth. "We'll be seeing each other again soon..."

Eyes narrowing to slits, the hero felt Toxin agree with an internal debate he had been having since he started facing off against the assassin.

He didn't care about who he killed or the lives he destroyed. All he cared about was Lien and would do the dirty work of the highest bidder for it...he was just a killer that got sick joy out of what he did for a living.

Xero's laughter died in his throat when he watched the masked face before him split open revealing a mouth filled with sharp teeth and a long green tongue. **"No...you won't be seeing us again soon."** he spoke in a now demonic voice.** "Because this is the last face you'll see in this lifetime!"**

There was a loud crunch and the man went still, now hanging lifeless high above the ground. Matt tossed the body off the catwalk, falling straight down and crashing into a small stand causing dozens of people to gasp and shout in surprise.

Fixing his 'mask', the teen looked toward where the heiress had gone and started swinging as fast as he could after her. _"Not much time, have to find her and quick!"_

X

Weiss walked out of the back of the theater and headed toward where her driver waited to take her home. Her performance and the audience applause still loud in her thoughts as she prepared to return home.

"A beautiful performance, young miss." her driver said bowing slightly to her.

"Thank you, Alexander." she said in a short, respectful tone. "Please take me home, I have to finish preparing for my attendance at Beacon in a week." Her driver gave and went to open the back passenger door when they both heard a soft beeping noise emitting from somewhere close by.

"What is-" Weiss never got the chance to finish as she and Alexander were swept off their feet and taken several meters away. Seconds later the car exploded in a massive fireball, sending chunks of burning metal scattering in all directions and would have ended their lives had they been there any longer.

Being set gently on the ground, the heiress and her driver looked at the bombed out vehicle before looking toward their savior. Her blue eyes widening a bit when she recognized the red and blue suit along with the spider-symbol embroiled on the chest.

"Sorry for the sudden ride." Arachnid said looking toward the smoldering wreckage.

Weiss snapped out of her slight stupor and scowled at him, "What exactly was all that about?!" she demanded as her driver got on the phone with police.

The hero looked to her and she felt her breath hitch a bit seeing the white pseudo eyes regarding her. "An assassin made an attempt on your life back at the theater. I managed to stop him from shooting you while you sang, but he activated the bomb he planted in your car as a failsafe when I intervened. I'm just glad I got here when I did."

Sirens approaching quickly grabbed their attention before he spoke again, "I gotta go, I hope the rest of your evening isn't so...exciting." The hero turned to leave when a small, cool hand reached out and held his wrist.

"Wait." the heiress said making him look back at her. "Who are you, really? Everyone sees what you do all over the city, why hide behind a mask?" she asked pointedly.

Matt smirked under his mask and gave a low bow, "A hero never reveals all his secrets, madame." she scowled at not getting an answer and was about to say something when he spoke again, "And you have a voice of an angel."

She was stuck speechless for a moment, a light pink dusting her face just as four police cruisers pulled into the parking area. Weiss looked in their direction as they approached and went back to the hero only to find him gone.

Blue eyes scanning every which way for any sign of him and coming up empty. Huffing in annoyance, she headed over to her driver as he talked to the police about what had happened. But at the same time, a bit of relief flowed through her that Vale's masked hero saved her from a gruesome fate.

That night, Arachnid had unknowingly earned a small amount of respect from Weiss Schnee...and the gratitude of her family.

X

Back in the theater, amongst the wreckage of a ruined stand in the back section. A few pieces of wood moved around before a hand covered with a ripped and bloody glove reached out and clenched into a fist.

_**A/N: And Cut. How did you lot think of that? After seeing so many people for Matt/Velvet, I decided to push their relationship a little farther. And honestly, a lot of you guys had to see it coming. I'm still gonna go easy when it comes to their evolving relationship, I just wanted to make this little milestone known to all. **_

_**I intended for the fight with Xero to be a little longer, but as you saw in the end it's not quite over with them...drop your reviews guys, you know the drill!**_


	10. An Eventful Evening

_**A/N: Been a tiring couple of days, with work and everything. But thankfully I've had a lot of inspiration with this here story to help me relax after a long day. That and my girl, but that's something completely different. **_

_**It has been a long couple of chapters, but now is the time that many fans out there have been waiting for. Two big things are going to happen in this chapter. And I don't have nearly enough patience to just hand it out in an author's note. So enough gab, lets kick this!**_

_**Disclaimer: Own nothing!**_

Breakfast at the Scarlatina household was a simple affair. The family of three sitting around the kitchen table enjoying their morning while they ate and made small talk. Steffan was almost back to 100% health wise and was sitting at the head of the table reading the newspaper.

Matt hadn't woken up yet, since Velvet had told them that he had gone out the night before they had decided to let him sleep in.

Turning back to the front page, the wolf-faunus froze, eyes widening as he read the font displayed before him. "Well I'll be..." me muttered getting the attention of his wife and daughter.

"Something wrong dear?" asked Leanna just as the guest bedroom door opened and Matt came out yawning loudly while stretching his arms. "Morning." he said taking his usual spot next to Velvet who smiled at him before returning her attention to her dad who was now looking at the hero with raised eyebrows.

"So, Matt, how was your evening?" he asked folding the paper over a bit and giving him his full attention.

Matt shrugged while biting into an apple. "Nothing too bad, stopped a few muggings and a car-jacking." He looked up and saw the way Steffan was staring at him. "...what?"

"Just simple muggings and a car-jacking?" the older Faunus asked getting a nod. "Then, explain this." he turned the paper around for everyone to see. Leanna and Velvet's mouths dropped and Matt stared wide-eyed at what was printed.

**"Arachnid Saves Schnee Heiress!"**

**After attending a musical concert, Weiss Schnee, heiress to the Schnee Dust Corporation, was saved from an assassination attempt thanks to the aid of Vale's renowned spider-hero. **

**According to a statement given my Ms. Schnee, a man attempting to end her life was hoping to execute her while she was performing in front of the crowd that had come to hear her sing. But thankfully, Arachnid had been on the scene and stopped him before he could pull the trigger.**

**In a last ditch effort to hit his target, he activated a bomb in the heiress' vehicle and nearly succeeded had the masked hero not been there in time to save her and her driver from falling victim to the plot.**

**Alphonse Schnee, owner of the Schnee Dust Corporation and head of the Schnee family, stated that he would stop at nothing to find out who had sent the assassin after his daughter. And had also offered his sincere thanks to Arachnid for ensuring his only child's safety-**

The rest of the article was overlooked, but it had taken up the whole page along with a picture of Matt holding the young heiress with the burning wreckage of the car behind them. The image having been taken from one of the security cameras outside the theater.

Shaking his head, the hero looked at the family of three who were all looking at him expectantly. "...I was in the neighborhood at the time, what can I say?" he offered lightly.

"You act like this isn't a big thing." Leanna said a little stunned how lightly he was taking this. "Matt, you saved the daughter of the man that owns and runs the biggest refinery corporation of dust in all of Remnant."

Steffan nodded, "The Schnees, despite a lot of negativity surrounding how they think of us Faunus, are a very noble family. To help any of them in a time of need would make them in debt to you."

Matt leaned back with a strange look on his face, "In debt? All I did was do what I do naturally. It doesn't matter if someone's rich or poor, noble or not."

"What about the assassin?" asked Velvet. A slightly dark look passed over her friend's eyes that she didn't particularly like.

"I made sure that he didn't hurt anyone ever again. The bastard had no remorse over who he killed as long as he got paid...I couldn't let someone like that run free around Vale, he would have kept killing and liked what he did." the hero said glaring down at the table.

A hand on his shoulder made him look up to see Steffan smiling down at him."We don't think any less of you. If that assassin was as bad as you say, then this world is better off with him gone. Sometimes, you gotta make those kinds of choices if it means helping those around you."

Velvet reached out and held his hand in hers. "The fact that you even feel a shred of regret for ending his life proves that you aren't a bad person."

Matt nodded, "Believe me, I've been around a lot of different heros and anti-heros to know about that particular line on the moral compass." He looked over at the rabbit-girl and met her eyes, the conversation he had with Toxin the night before coming back to mind and making his face warm up a bit.

Leanna caught the look on the younger man's face and turned to her husband, "Dear, would you mind _helping me_ with something down in the shop before we open for the day?" she said giving her a meaningful stare. Steffan nodded understanding before following her out of the room leaving the teens alone.

Clearing his throat, the hero tried to figure out the best way to approach the situation involving him and Velvet. _**"Try being honest, females love that."**_ Toxin coached making his host mentally roll his eyes. "Matt? Is something on your mind?" the girl asked squeezing his hand a little more.

"Yeah, there is." he said after another moment. "Vel, I need to ask you something. And I want you to be completely honest with me, okay?" The rabbit-faunus tilted her head, but nodded. Matt took a deep breath before speaking. "I wanted to ask what you thought of me."

Velvet looked confused, "W-Well, your a great friend, a good person, you go out and protect people with your powers instead of being self-righteous..." she trailed off seeing her friend shaking his head.

"That's not what I meant, Vel." Matt sighed hoping that Toxin had been right and this didn't backfire. "You see, whan a symbiote bonds with someone, on any level, it is able to collect the thoughts of the one its connected to and shares with with its current host. That's how I got Peter's, Venom's and Carnage's memories." Seeing her looking more confused he clarified a little more, "Toxin was a bonded to you on a small level so he could communicate with you...a symbiote can't keep that kind of link without absorbing a couple of things from your mind."

Realization began to dawn on her and her face started to turn redder and redder, "Yo-You mean that...that..." she released his hand nad looked every bit like the frightened bunny she resembled. The hero nodded slowly, confirming her fears.

She was on her feet in a second and attempted to sprint to her room. Shame and embarrassment filling her as she tried to cover her red-glowing face with her hands and rabbit-ears.

Matt was quicker. Getting to his feet and gently grabbing her wrist and stopping her from getting too far. "Velvet wait!" he said turning her around to face him, but her eyes and head remained gazing to the floor not looking at him. "I didn't mean for your thoughts to be sent back to me, I'm sorry that your privacy was invaded like that." he said trying to get her to look at him.

The rabbit-girl kept her head down, long floppy ears covering her eyes while her face continued to burn. "Do you really feel that way about me?" the hero asked. A few tense seconds passed before she gave a very subtle nod, her body tense as she waited for rejection and their friendship to end.

Instead, the young Faunus felt a hand gently hold he chin and tilt her head upward. Her ears moved out of the way so that her brown eyes could meet Matt's lighter ones, along with the kind smile that made her blush deepen another shade. "Vel, don't ever feel ashamed of the way you feel. I was always told to be honest with myself, and right now I need to do that."

Velvet blinked at him, "What...do you mean?" she asked hesitant. Her question was answered when the hero held her cheek and leaned forward, capturing her lips with his own that sent her heart soaring and her whole body tinting red.

It was a bold move, very bold, but Matt wanted to let her know through his actions that he felt the same about her. Keeping himself still so that she could get used to the feeling, he felt her arms slowly, and shakingly, reach up and wrap around his neck bringing them closer together. Her lips scarcely moving against his and letting him know that she was okay with this.

Wrapping his arms around her waist, Matt kissed back with a little more pressure and was rewarded with a soft moan coming from the back of Velvet's throat. Her eyes were now closed and her rabbit-ears were extended to their fullest as her earlier nervousness was forgotten.

They stayed like this for a while before leaning back from one another, resting their foreheads together as they caught their breath. "So, does that answer your question?" he asked and getting a bright smile in return.

The smile slowly faded and the Faunus looked off to the side, her hand coming up and touching one of her long ears. "What about-" she stopped when she felt his hand stop hers. His fingers caressing the base of the long appendages on her head and making her shutter.

"They're apart of who you are, Velvet." Matt said smiling. "And I happen to really like who you are. I know things might get difficult, but that won't stop me and it shouldn't stop us from being happy."

"What about me going to Beacon?" she asked biting her lip.

"You'll have weekends off." the hero replied holding her hands in his, "We can work everything out, that is, if you really want this." Despite how things had been going, he wanted to be sure that this was what the girl wanted. With her becoming a huntress and him doing his super hero thing they might have to work a little more on a relationship.

Thinking carefully, Velvet wondered about the possibility. She liked Matt, _really_ liked him. He was there for her when she needed him, listened to what she had to say and made her smile when she was down. He even protected her when she felt threatened, even giving her confidence a boost when it was an all time low.

But most of all, he liked _her_. He didn't care that she was a Faunus, he cherished her personality and everything else about her regardless. Willing to put up with the prejudice that may come his way for being with her.

Looking up into the eyes of the young man before her, the rabbit-girl smiled softly and blushed. "I...I do want this." she admitted in almost a whisper. "I know it'll be hard...and I'm not experienced in being with someone. But...I really do want this."

Matt smiled from ear to ear and pulled her into a hug, Velvet embracing him back feeling happier than she ever had in her life. "We'll take it slow, okay?" he said softly and getting a nod in return. "So, what do you want to do now with our new relationship status?"

She leaned back, blushing and biting her lip at the same time. "Um...could we try...k-kissing again?" she stuttered while trying to look anywhere but his face.

Matt chuckled to before bringing her face to meet his. "You never have to ask, _beau lapin._" Velvet tilted her head at the strange language he was using. "Where I'm from, there are many languages from across the world. That was one of them called french." he explained.

"What did you say?" she asked in wonder.

The hero smiled, bringing his lips closer to hers until they were almost brushing. "It means, 'Beautiful Rabbit'." he whispered before finishing the contact. The Faunus practically glowed when he told her the meaning before relaxing into the contact, pulling herself closer as warmth bloomed between them.

Two pairs of eyes were watching them from the doorway leading down to the shop. Leanna turned to her husband with a knowing smile. "I told you it was only a matter of time." she said before turning back and seeing the new couple just staring at one another in silent bliss.

Steffan nodded before smiling himself. "You were right, 'Anna." he said also watching the couple. "He's a good one. And I know Velvet will be safe and loved as long as he's close to her. I couldn't be prouder knowing that someone such as him is our little girl's mate."

Leanna giggled, "Now I can look forward to grand-babies in the future." The statement caused the color to drain from her husband's face causing the woman to laugh a little harder. "Relax, Steffan. They're young, but responsible. It's just something for us to look forward to." With that she began to lead him down toward the shop to give the teen's privacy.

X

The next couple of days flew by in a blur for Matt. Ever since he had saved Weiss from the assassination attempt, crime all but seemed to come to a stop. Word had gotten around Vytal about the incident and it seemed to leave one hell of a message on the criminals who thought they could start something.

That, and the fact that the young hero had gained the favor of by far the biggest company on Remnant made many who committed criminal acts fear him and what he could do.

But none of that mattered to him for the most part. In the days leading up to her departure to Beacon Academy, Matt spent all the time he could with Velvet. Their newly made relationship getting off to a really good start as they went on their first date a day after they confessed to one another.

Nothing too extravagant, a simple outing for dinner and a long walk. Matt talked about his life back in his home dimension while Velvet talked about her childhood and her dreams of becoming a huntress ever since she was little. Both teens enjoying themselves completely as they started growing closer.

Matt even brought his new girlfriend home via webswinging which had scared her at first, but quickly became accustomed to it and even enjoyed the rush of swinging through the air while the hero held her tightly to his frame.

Steffan and Leanna were both overjoyed at them being together, openly welcoming him to the family. Though, the wolf-faunus made sure to give him the typical 'father talk' and made sure Matt knew to treat his daughter right even though he knew deep down that the spider-hero would do all that and more regardless.

Everything was going good, but in the back of his mind Matt focused on the fact that Torchwick would be hitting the dust shop Junior had told him about soon. And if he wanted to put a stop to the criminal mastermind, he'd have to stake the place out and wait for his moment to strike.

Which was the reason he was standing in his room, facing the window in his suit as night fell over Vale.

His arm outstretched to fire a webline when the door behind him opened making him pause. Looking toward the entrance, he found his girlfriend stepping inside, shutting the door behind her before heading his way. In her night-clothes which consisted of a pair of light-brown shorts and a grey tank top that showed off her rather impressive curves that she kept hidden under her combat-outfit.

"Leaving for the night?" she asked approaching him.

"Yeah, only for a couple hours though." Matt said turning to face her completely. "Crimes been really down lately, so I don't think I won't have to pull all nighters for a while."

Velvet smiled, reaching up and running her fingers along where his mouth was and seeing his 'mask' recede upward exposing his lips allowing her to lean up and press hers to them. The last couple of days had been heaven to her, their first date was perfect in her eyes and had cherished every second to memory.

The rabbit-faunus could feel herself falling for him more and more as time passed. Matt was just as funny and charming as he had been when they were just friends, but now he was even more warm and loving given their new status together. No matter where they were, she felt safe and warm when they were together. Nothing could be better.

Stepping back allowing his 'mask' to shift back into place, she smiled up at the hero. "I'll be waiting." she said gently. Matt touched the side of her face lovingly before backflipping out the window and swinging down the street.

Watching him go, Velvet sat down on his bed. A part of her was upset that she would be leaving for Beacon in two days and leaving him behind. But after spending a good amount of time talking with one another about it she felt more at ease knowing that he would still be here waiting for her and would even come visit her on campus whenever he could.

Strange enough, his time as Arachnid didn't bother her all that much. Especially with her becoming a huntress. In fact, she believed that the two of them would make a good team once her training and education was complete.

With happy thoughts in mind, Velvet curled up on Matt's bed. Inhaling his scent in through her nose and lulling her into a peaceful sleep filled with dreams about _her_ hero.

X

Finding the shop From Dust Till Dawn wasn't hard, it was located in the shopping district and was well known throughout Vale for having a large surplus of different kinds of dust and ammunition.

Matt perched himself on the rooftop ledge across the street from the store, sharp eyes locked on to the front of the building and the surrounding streets for any sign of thugs sent by Torchwick to hit the place. _**"Getting bored..."**_ Toxin muttered wanting to see some action tonight.

_"Bare with it. Tox. When they show up we'll kick the hell out of them and head home."_ Matt thought back keeping his senses open.

_**"You mean head home and be with your mate."**_ the symbiote said back with a slight grin. _**"I'm actually happy for you on that one. Velvet's good for you, maybe now your life won't be so dull."**_

Rolling his eyes, the young host decided to ignore the verbal trap and focused on the task ahead. His eyes catching movement from the street down on his right where he saw seven individuals heading this way. Three thugs wearing black suits and red ties on each side of the one leading them who was hearing a white suit jacket with a bollar hat wielding a cane and smoking a cigar.

Matt recognized him almost instantly, _"No. Shit. Guess Torchwick decided to take matters into his own hands this time."_ he thought as the group entered through the front of the shop. From his observations, there was no one visible within save for the shop keeper, though he couldn't be certain until he got in there.

_"Gotta take this easy, don't want anyone to be caught in the crossfire." _the spider-hero was about to leap down from his perch when there was a crash from within the shop. Two seconds later one of the front window exploded outward as a red and black blur went through it.

In the street, standing over the form of an unconscious thug, was a familiar girl in a red and black outfit. A red, box shaped weapon unfolding on her shoulder and forming into a massive scythe that she held as though it weighed nothing. Smirking at the thugs that had gathered by the broken window before spinning the weapon around and burying the spike end into the asphalt below her.

The remaining four thugs looked to their boss who narrowed his eyes, "Okay, get her!"

One of the thugs charged her with a sword ready only for the girl to leap up on to the shaft of her scythe, swinging her legs around and connecting both feet with the man's face and sending him into a wall as she leapt away with weapon in hand. Two other thugs came at her from behind, but she pulled a trigger on the shaft close to her hand firing a round from the top and causing her to spin around.

The blunt end of the scythe connecting with the jaw of one of the thugs and sending him airborne, she swung it around and slammed it down on the second thug while the last one took shots at her with a submachine gun.

But Ruby proved to be difficult to hit as she kept teleporting within plumes of rose petals, firing her weapon to move even faster around the bullets fired in her direction before zooming toward her attacker. Taking him off his feet and digging the scythe's blade into the ground, swinging back and leaping into the air before sending the thug crashing to the ground hard where he laid motionless at Roman's feet.

Matt watched all of this unfold and couldn't help but feel impressed at the girl's skill. _**"I think she has everything under control."**_ commented Toxin equally impressed.

Looking down at the defeated thugs he had hired, Roman just shook his head. "You were worth every cent, truly you were." he said disdainfully before looking at the girl that had defeated them. "Well, Red, I can say this has been an eventful evening." he dropped his cigar to the ground and stamped it out with his cane as police sirens could be heard approaching.

"And as much as I would love to stick around," he raised the cane and aimed it at Ruby, the bottom opening revealing a cross hair at the end. "I'm afraid this is where we part ways." He pulled a hidden trigger and a bright flare shot from the end of the staff and went straight for the girl in red.

About to jump into action, Matt watched the girl aim the top of here scythe at the ground and fired. shooting her into the air and avoiding the explosion the round that blew up a small chunk of the street.

With the knowledge that she was safe, he looked to the building next to him to see Roman moving up the ladder on the side as fast as he could toward the roof. "I don't think so pal." he said shooting a webline and launching on to the roof before he arrived a moment later. Skidding to a stop when he saw the spider-hero waiting for him.

"Going somewhere carrot-top?" he asked as the criminal narrowed his eyes.

"Well, if it isn't spider-freak." Roman muttered while twirling his cane with one hand. "I was wondering when you and I would meet. You've become quite an eyesore as of late."

Matt tilted his head, "Eyesore? This coming from a guy who wears more maschera than a drag queen." he jeered and getting a growl from the man. "Now, why don't we be civilized folks and talk this out. That way, no one gets hurt." he finished while cracking his knuckles.

A moment later Ruby leapt up and landed behind Roman, completely boxing him in and sealing off any escape. "Hay!" she called out, but froze when she saw who else was up here with them.

"Persistent, aren't we?" the criminal growled as the loud hum of engines cut through the air. A bullhead rose into the air and hovered a few feet from the nearest ledge, a spotlight coming on and shining down on the three of them. With the girl behind him distracted, Roman fired an explosive flare at Matt who leapt out of the way and came down feet-first into his chest sending him crashing back on to the rooftop surface.

Rolling back to his feet, the criminal mastermind brought his cane to bare and started going on the attack. The masked hero blocking the strikes just as quickly as the man could throw them out. Leaping back from one another, Roman raised his cane to fire another shot only for it to be yanked from his hands via webline and was sent clattering to the ground behind the teen he was fighting.

"You're outmatched, Torchwick!" Matt called out as the man clenched his fists. A grin suddenly forming on Roman's face as he reached into his coat.

"That's what you think, spider-freak!" He spun around, lashing his hand out and sending a knife straight at Ruby who stood stunned for a moment. The projectile too fast for her to deflect.

Cursing, the young hero fired a glob of webbing that ensnared the bladed weapon before it could reach its target. Sending it landing on the ground harmlessly at the girl's feet before looking after Roman who had ran toward the ledge. Scooping up his cane and jumping into the troop compartment of the bullhead.

Snapping back into the present, Ruby ran up to stand next to Matt and glared up as the aerial transport began to rise higher. The criminal grinning down at them from his location. "End of the line, kiddies!" he shouted over the engines while holding up a red dust crystal. Tossing it through the air and at their feet before firing a blast from his cane after it.

Matt's spider-sense flared and he jumped in front of Ruby, arms extended wide as he tilted downward while he formed a shield with his suit just as a large explosion boomed through the night.

Roman laughed joyfully at the demise of the troublesome duo, only to grit his teeth in anger when the dust cleared.

Feeling the ground rumble beneath his feet, the hero still expected to feel the heat from the blast causing damage to his suit. But instead felt nothing from it at all. Lowering his arms and withdrawing the shield, he was stunned to see a woman standing before him and Ruby. A wand in her outstretched hand with a huge, round purple shield made of runes floating in the air before her.

The woman waved the wand making the shield vanish, adjusting her glasses before quickly sending a volley of purple blasts that struck the side of the ship and making it shake wildly with each hit.

Not wanting to be left out of the fight, Matt slashed both hands in the air before him sending a barrage of hardened shuriken that sank into the metal hull of the ship. One zooming past Roman and slicing his cheek making him grunt in pain before running to the cockpit.

Outside, the blonde that came to help fired a blast from her wand into the air above the bullhead. Dark clouds forming above before sharp shards of ice rained down and pierced the ships armor as though it were paper.

A moment later, the form of a woman in a maroon colored dress stood in the opening to the troop compartment. Leering down at the three on the rooftop with burning, ember colored eyes. She moved her arms, causing runes along her arms to glow as fire was summoned to her palms. A fire-blast shooting from her hand directly toward them that was canceled out via another glowing purple shield.

Matt snapped his wrists out, firing two weblines that attached to the outside of the ship. Wrapping his arms tight around them as he started to pull, his enhanced strength making the bullhead shutter in the air and begin to come closer to the building.

Roman fought for control of the ship in the pilot's chair, while the mysterious woman narrowed her eyes at the spider-hero. Conjuring another fire-blast to her hand and launching it straight toward him only for another shield to appear and cancel it out.

Waving her hand, the woman caused the ground below the wand-wielding woman. She jumped away as the rooftop surface where she had been exploded, shards of roof falling around the trio as she waved her wand. The pieces freezing in mid-air before forming into a large spear that she launched at the ship.

Several fire-blasts shot out of the troop compartment, destroying half of the large projectile. But the shards simply reformed and continued their trajectory, the bullhead pitching to the side and bouncing hard off the top between the wings. Matt used this to dig his feet in, bringing both attached weblines together in both hands and pull even harder to keep the ship from escaping.

The controled shards split apart into three separate trails and attacked from different angles before a bright orange wave shot out destroying them completely and severing the weblines at the same time.

Ruby narrowed her eyes, converting her scythe into a smaller form before firing round after round at the ship. The woman onboard blocking the dust bullets with the palm of her hand, a volley of spikes from Matt shot through the air and imbedded into the wall behind her when she ducked out of the way.

Having enough of the interference, she waved her hand through the air and caused the ground below the trio to emit a sinister glow. Matt's spider-sense screamed at the back of his head, grabbing both women and leaping away just as the ground exploded causing the whole building to shake and cracks to form along the surface.

Setting them down, the hero looked up to see the bullhead taking off. The jets tilting into place before it shot through the air and disappeared into the distance.

_"Dammit..."_ he thought shaking his head seeing them get away before turning back to Ruby and the unknown woman. The younger girl looking at her with stars in her eyes which made the situation look all too familiar.

"Y-You're a huntress..." she said in slight awe. The woman looked over at her and nodded silently. "Can I have your autograph?!"

Matt chuckled at her antics as the woman just stood there without an ounce of emotion on her face. "I'm going to have to ask you to come with me." she finally said after adjusting her glasses again, her green eyes turning to the spider-hero who tilted his head at her. "Both of you." she finished leaving no room for argument.

_**"Well...this should be interesting."**_ commented Toxin.

**_A/N: And I think I'll stop here for the time being. Canon starts now, and the next chapter will really set the ground work for what may come in the future. And I know I promised a lot of build up in the relationship department in this fic, but I believed that getting Matt and Velvet started here would allow them some good moments together later on. So don't shoot me if you think I'm getting overly sappy with them right off the bat! Their relationship fill flow at an easy pace to make it seem more natural with couples that get together in such a way._**

**_Until next time guys, my PM box is always open!_**


	11. Accepted

**_A/N: Another day, another installment to add to the ever growing list. Now that we're getting into the canon story of RWBY Vol. 1 I can really cut loose and add my own material to the script. And I'll tell you all this now, a lot of things will be similar to the show, but at the same time the changes that will be made will put a whole new kind of spin to it. _**

**_Writing my own material based on this has been liberating, and I wanna keep that kind of edge throughout this fic._**

**_Disclaimer: I don't own anything._**

"I hope you realize that your actions tonight will not be taken lightly." Glynda Goodwitch reprimanded as she paced around the table within the small interrogation room. Ruby sitting slumped over with a spotlight shining down on her, downcast expression on her face as she got an earful from the woman. "You put yourself and others in great danger." she continued.

"But they started it!" the girl tried to reason.

Glynda ignored her outburst, her attention on the tablet in her hands as she moved in front of the desk. "If it were up to me, you'd be sent home...with a pat on the back," Ruby looked hopeful. "And a slap on the wrist!" the woman slapped a riding crop on the table making the 15-year-old yelp and recoil at the same time.

"That's a bit harsh, don't you think?" the huntress' eyes looked up at the other occupant of the room who was crouched upside-down on the ceiling above them. Steely green eyes locking on to white pseudo ones. "She helped that shop owner and went up against one of Vytal's most wanted in order to help people, yet here you are chewing her ear off for doing the right thing."

"I'm well aware of this, Arachnid." Glynda replied adjusting her glasses. "Though that is no reason for one to act so rashly in such a situation."

The spider-hero shrugged, "I do it all the time. If you take too long to plan, people could get hurt anyway. And you'd feel the guilt of not being able to do something about it when you had the power to do so. You can't control every outcome." Ruby looked up at him with bright eyes as he looked down at her and gave a thumbs up.

Shaking her head, the veteran huntress addressed both occupants of the room. "Despite this evenings...events. You both were brought here for a reason." She faced the open doorway behind her and stepped aside. "There is someone here, that wants to meet you."

Out of the shadowed doorway, a man dressed in a black suit, green vest, shirt and pants wearing a green scarf stepped out. His hair a silver-like grey and a pair of small-round glasses sitting on his nose before his dark eyes.

He approached the table and looked directly at the girl seated before him. A man both younger occupants recognized as Professor Ozpin, the headmaster of Beacon Academy. "Ruby Rose." he said in a calm tone, leaning in a bit closer to look the girl over as she looked right back confused. "You...have silver eyes."

"U-Um...?" she didn't know how to respond to that. Matt just watched from above wondering where this could be going. That's when he realized the name the man had used and the warning given to him days ago.

_"Ruby Rose...Rose...Tox, you don't think...?" _ The symbiote mentally shrugged back at him, _**"Maybe...we'll just have to wait and see if she's the one Madame Web spoke of."**_ Ending the conversation, the host and his partner listened to what the others were saying.

"So, where did you lean to do this?" the man asked as Glynda showed Ruby fighting the thugs outside the dust shop.

"S-Signal Academy?" she answered hesitantly.

Ozpin raised an eyebrow, "They taught you how to use one of the most dangerous weapons ever designed?"

"Well...one teacher in particular." Ruby answered. The professor nodding before placing a plate of cookies on the table in front of her where she took one slowly at first before inhaling them like a vacuum.

"It's just that I've only seen one other scythe wielder of that skill before." said Ozpin. "Dusty old Qrow."

The girl perked up, "Ow, asph may unfle frow!" she tried to say before swallowing what was in her mouth and blushed. "Sorry. That's my uncle Qrow. He's a teacher at Signal." she clarified, reaching for the last cookie on the plate only for a small webline to shoot down and snatch it up.

Ruby glared childishly at the ceiling where the spider-hero was munching on the treat with the lower half of his 'mask' raised up to use his mouth. Letting the matter go for the moment, she explained to the professor how her uncle had taken her under his wing and trained her.

Matt fought down a chuckle when she started doing some kind of Jackie Chan impersonation to get her point across. _"She's a barrel of laughs, I swear. A young, badass scythe wielder aside."_ he couldn't help but think as the two talked back and forth. Ozpin asking her a few questions and Ruby telling him that she wanted to be a huntress.

"You want to come to my school?" the headmaster asked as they finished their talk.

"More than anything." the girl said hopeful.

Ozpin looked over at Glynda who just rolled her eyes, "Well, okay." he said simply, making Ruby's eyes widen.

"Y-You mean I...?" she stuttered in shock.

"Indeed." the man said taking a drink from a coffee mug he had also brought with him. "My associate will give you all the details you will need. Now, I believe it's time for me to have a discussion with your..._friend_ up there." he finished by looking up at Matt who hadn't moved or said a word the entire time.

Still in shock about being allowed into Beacon Academy early, by the headmaster himself no less, Ruby left the room with Glynda as though she were skipping through clouds. The door closed leaving the two alone, both sitting in silence and just looking at one another.

"Does the blood rushing to your head cause any discomfort?" Ozpin asked casually while drinking his coffee.

Matt shrugged, "You get used to it after a while. Barely even feel it." He dropped from the ceiling, flipping in mid-air and landing with feet on the floor before taking the seat Ruby had vacated. "So, why am I here, oh powerful wizard of Oz?"

The headmaster cracked a smile. "You've become quiet the apple of Vale's eye with your deeds. I must admit, even I am impressed with some of the feats that you were able to accomplish since you first arrived here."

The teen's easy going nature stilled when he caught the last part of the man's statement. "What's that suppose to mean?" he asked crossing his arms over his chest.

"It's the reason you are here tonight." said Ozpin took another sip from his mug, eyes glancing at him from over the rim. The door behind him opened and Glynda walked back in, handing her tablet to her boss before looking at the young hero calculating. The headmaster pressed a few keys on the device before slipping it toward their guest.

Looking down at the device, Matt felt his heart nearly stop and his breath hitch when he saw video footage of a familiar energy sphere which spat out his unconscious form into the same clearing he woke up in almost two months ago. The clip continued on with him waking up and fighting the Beowolves before ending not long after.

A tense silence filled the room. The teen just looked down at the tablet with his expression unreadable because of his mask. Both professors looking on waiting for his response. A sigh coming from him moments later before his mask withdrew from his face and head.

Glynda's eyes widened as the mask just oozed off his face and vanished into the neck part of his suit. Ozpin leaned forward with his elbows on the table, a look of intrigue in his eyes. "I want to tell you now, that you are not in any sort of trouble. Given what you've done for this city I doubt anyone would want that. But given my position, having an individual such as yourself suddenly appear in Beacon's backyard peaks my interest." the headmaster said casually.

"Where do you want me to start?" Matt asked, leaning back in his chair realizing that there wasn't any way out of this.

"From the beginning, would be nice. But don't feel pressured to surrender anything you don't feel ready to." Ozpin said easing some of the teen's fears.

For the next hour Matt told his story. Leaving out a couple of points he wished to keep to himself as he explained what he could about his universe and how he came to be in this one. How he came across Toxin and the partnership they now shared as they used their abilities to help people.

The two professors listened to every word, Glynda making notes in her tablet as he continued his tale up till the incident in the lab.

"...there weren't many options left." he said with a sigh as he recounted his last moments back home. "Pete was going to be a father, and I didn't want his daughter growing up with the same pain I had. So I pulled my arm away and took Carnage down with me. The next thing I know I'm waking up in that forest months ago and fighting a pack of Grimm."

Ozpin stroked his chin, "Hmm, multiple universes...not impossible yet highly unlikely. But the evidence speaks for itself." he looked at the young hero carefully. "Your story is a sad, yet inspiring one. You possess a power that many do not in the form of your alien partner who has grown into the exact opposite of its ancestors."

"What else is this..._symbiote_ of yours capable of?" asked Glynda trying to wrap her mind around the idea of a life form from another planet bonding to a human being on such a level.

"Super enhanced strength, speed, stamina, agility, reflexes and endurance are some of the base powers I have from our bonding." Matt started explaining. "I also possess a genetic memory which is passed down from previous symbiotes and their hosts, which is how I'm able to crawl on walls, sense danger and swing from webs since Pete was Venom's original host. I can also make weapons out of my suit like Carnage was able to and have a healing factor if I get hurt."

The huntress logged all of this into her tablet before glancing at him again. "Weaknesses?"

"High pitched sounds and fire. Though since Toxin is the 1000th generation in his family line he's developed a stronger resistence to it." the teen looked at them oddly. "Not that I mind sharing this with people who are obviously trustworthy...but why do you need to know all of this anyway?"

"It's normal to assemble a personnel file for possible candidates at Beacon." Ozpin said casually drinking from his refilled cup while the young hero gaped at him. "Did you not believe this a possibility with all the questions we've been asking you?"

Setting his mug aside, the headmaster leaned forward in his chair. "Your skills and abilities are invaluable and are on par with veteran huntsmen. Your actions in saving the innocent and putting your life on the line to save the lives of others have earned you a place at my academy, Mr. Nolen. We could use someone like you in our conflicts against the Grimm, if you are interested."

Matt sat completely still, too stunned to even think at the moment of the offer that had just been given to him. _**"I think we should do it."**_ said Toxin after being silent for so long.

_"We're being asked to join this universe's version of SHIELD. Do you really think it's such a good idea?" _the host asked while weighing his answer.

_**"Ozpin is trustworthy, if any of the stories that surround him are to go by. And we haven't picked up any lies from him or Professor Goodwitch."**_ the symbiote explained. _**"And besides, we'd be doing exactly what we do now...only we'll be getting paid to do what we do best."**_

The teen didn't sound too convinced, but Toxin had another ace up its sleeve. _**"If you need more incentive...you will be with your mate instead of being apart from her."**_ This caused Matt to perk up a bit and started to think things over a little more closely

After a while he looked at Ozpin who waited patiently. "Even if I do accept, I can't just bail out on the city. Eventually the scumbags around here would notice I'm gone."

Glynda looked to say something but the headmaster held up his hand. "I can understand that, the credo that your mentor and friend taught you wouldn't allow you to simply abandon someone in need. A requisition can be made so that you can come to and from Vale on certain nights so long as it doesn't interfere with classes."

Pros and cons bouncing back and forth, he realised that there didn't seem to be much of a downside to joining Beacon. It would be a chance for him to go back to school and get an education while at the same time learn more about Remnant and the Grimm than what he had from the library.

And he could be closer to Velvet as well, along with continuing his job as a hero.

_"I better not regret this..."_ Taking a deep breath, he came to his decision. "I'll join your school. But my identity as Arachnid stays between us."

Ozpin nodded, "Done." A smile stretched across his face as he held his hand out to the teen who shook it. "How does your partner feel about this?"

Matt smirked back as a small tendril slipped out from the wrist of his suit and coiled around the headmaster's. _**"I'm ready to follow my host and friend anywhere he goes. I look forward to the challenge."**_said the symbiote getting the professor to raise another eyebrow, but not losing his smile.

"Welcome to Beacon...both of you." the headmaster said taking another swig from his mug. The new generation of students coming to the academy was starting to look very promising this year.

X

An outcry of rage bellowed through the hanger, sending several White Fang thugs scattering as a metal case was thrown through a wooden crate, shattering it on impact.

Roman was mad, no, he was _pissed_. All of the dust him and the thugs he had hired to collect was lost save for three crystals. All because of a _child_ and the insufferable bug that kept sticking his nose into the criminal's business.

Wiping the bleeding cut on his cheek with the back of his gloved hand, the man took out a new cigar and lit it. Taking a long drag to try and steady his nerves before looking at all of the grunts looking in his direction. "What are you all standing around for? Get back to work!" he ordered making them scatter and go back to their tasks.

"It seems we underestimated our masked friend." said the raven haired woman as she stepped out of the damaged bullhead. Her ember colored eyes examining one of the hardened spikes the spider-hero had thrown at her carefully before switching her gaze to where the weblines had been attached to the hull of the ship, the metal being warped outward a bit.

Roman chewed on the end of his cigar, "His constant interruptions of our operations has become a real problem. And we cannot have any more delays." He turned his attention to the woman who was once again looking at the hardened spike in her hands.

A moment later, her hands ignited and the projectile was reduced to ashes in seconds. "Arachnid will be dealt with, in time." she said calmly as she turned her attention to Roman. "For now, keep your pets on their leashes and continue with our plans."

The tone she was using left little room for argument, Roman just nodded and headed off toward the planning room to figure out their next step. Back in the hanger, the powerful woman observed the damage done to the airship once more, eyes narrowing as she began to contemplate on what to do about the young vigilante.

One of the few things Cinder Fall did appreciate...was a challenge. And this was proving to be a rather thrilling one.

X

Getting back home later than he intended, Matt slipped in through his bedroom window as quietly as possible. After working out a handful of details with Ozpin and Goodwitch regarding him starting at Beacon, he left the police precinct they had been set up in. Shifting his suit into his regular clothes to avoid being picked out. From there he webwung his way back.

Landing softy on the carpet and shifting into his sleeping attire before noticing that his bed was occupied.

Velvet was still curled up on the comforter, hugging one of his pillows to her chest with a content smile on her face. Her left rabbit-ear twitching ever so slightly while she dreamed. The hero smiled warmly at such a sight before heading out of the room toward the kitchen to get something to drink.

_"Well...tonight was one hell of an event."_ he couldn't help but think while pulling a glass bottle of cola from the fridge. Popping the top and taking a swig while leaning against the nearby counter.

_**"That's one way to look at it."**_ said Toxin in agreement. _**"It seems our identity is getting found out all over the place. Kinda makes you wonder if we should even keep it at all."**_

Matt rolled his eyes. _"Just because Velvet, her folks and now Professor Ozpin and Goodwitch know isn't grounds to just broadcast it. At least we know we can trust them with it."_ his thoughts drifted to what had happened since the fight against Torchwick. _"Can't believe that I'm joining a school for monster hunters...definately didn't see that coming."_

_**"It was a good decision. We could use more knowledge about this world, and learning the best ways to take down the Grimm if we encounter them again wouldn't be too bad either."**_ Toxin grinned, _**"And let's not forget the quality time you get to spend with your mate now that you'll be in the same location."**_

The hero couldn't help but smile at that. _"Okay, I'll give you that one. Maybe it won't be so bad, I mean, I always wanted to complete my education. And Beacon is kind of like a college for hunters in this reality."_

_**"So stop thinking about it so much. We got a few days before we can catch the airship there, we should spent that time learning about our new dwelling before we get there."**_ said the symbiote.

_"And get ourselves a good weapon." _Matt thought back. _"As much as I would love to go all out with our abilities, some people might put two and two together. So we need to find a weapon that fits our style."_

Finishing off his drink and tossing the bottle away, the hero made his way back to his room. Finding his girlfriend still sleeping away peacefully before slipping in behind her and getting comfortable.

His eyes were part-way closed when he felt Velvet turn in her sleep, sensing his presence when he laid down even while unaware. Arms going around his middle as she snuggled into the crook of his neck. Matt smiled at the young Faunus, placing a kiss on her head between her long ears before settling down and letting sleep take him.

The next few days were going to be long, but he had a good feeling about it all.

X

To say that Velvet and her folks were shocked about the events of the previous evening would have been an understatement.

Not long after waking up, which had Velvet blushing multiple shades when she realised she had cuddled with Matt all night, the vigilante told them what had happened and the discussion he had with Ozpin regarding him going to Beacon.

Naturally, the older Faunus were elated that he was accepted into the school by the headmaster himself. Velvet hugged him tightly in joy knowing that they were going to school together and wouldn't be separated.

The rest of the time before the airship left for the school was spent with the young couple preparing for their trip to the academy. Matt had spent that time researching about the school and trying to find a weapon that would fit his fighting style. His funds were still a little on the low side, but that was no longer a problem when Steffan and Leanna surprised him with an envelope full of Lien.

It had been every payment he had given them for room and board after they allowed him to stay in their home. Holding on to it for him and saving it in case there was a time when he needed it. At first he didn't want to accept the money he had given them, but they convinced him to use it to get a weapon and supplies for when he went to Beacon.

Leanna going as far to say that he was family now, and he didn't need to pay them like that when he was family.

Going out with Velvet to the local weapon shops around the area, Matt looked over every weapon he could find to locate the one that would fit him the best. But after going through three he had yet to find one that worked.

Both Toxin and his Faunus girlfriend did what they could to help in the search, but it was difficult since his fighting style was honed to be fast and flexible, but hit hard when in close quarters. It was when he hit the fourth shop when he found something perfect.

A pair of large handguns that resembled desert eagles only slimmer with slightly longer barrels. Each one with a two foot long blade underneath the barrels that curled around the trigger guards and stopped before the handles. Both were black with steel-grey trim along the slides and the sharp edge of the blades.

The unique guns would have weighed a good amount in someone's hands, each one having a clip that held 12 13mm dust rounds and all. But when Matt picked them up they were as light as feathers thanks to his strength. Playing around with them, the hero discovered that the weapons were able to fold out and extend into meter-long swords for close quarters.

They felt natural in his hands, and both Toxin and Velvet gave him a thumbs up.

After paying for the gunblades, including spare clips and ammo for them that he stored within his 'clothes', he created a pair of crossed scabbards on his back and sheathed them over his shoulders after converting them into their sword-mode before heading out to collect any other supplies he would need.

In seemingly no time at all, Matt found himself standing in the sky-port among dozens of other teens on their way to Beacon and their families. Looking out at the three airships that would take them to the school as people began to file into them.

The spider-hero clenched and unclenched his fists, a habit he'd had since he was a kid. It wasn't out of nervousness or fear, but more of excitement. The feeling of going back to school an be around others somewhat like him gave him a thrill. Especially since every other student was going there to help protect innocent lives.

_**"Excited?"**_ Toxin asked already knowing the answer very well.

_"Of course. Part of me always wanted to go back to school."_ he saw a group of students walk by, each one sporting a weapon of unique class and ability. _"Granted, we'll be surrounded by others wielding weapons and powers on par with a lot of the mutants back home. But I guess we'll blend in pretty well amongst the population."_

Looking over toward where Velvet and her parents were saying their goodbyes. He adjusted the duffel bag over his shoulder before heading in their direction.

"Try to contact us at least once a week, okay?" Leanna said hugging her daughter before stepping back and allowing Steffan to do the same. The older, rabbit-faunus turned to Matt and pulled him into a surprise hug as well. "That goes for you too."

Hugging the woman back, he gave her a nod before addressing her husband who gave him a stern look. They locked gazes for a few moments before Steffan smiled and held out his hand, "Take care of yourself out there. And watch over our baby-girl."

Matt shook his hand, "I won't let you down." he said before turning to Velvet who was smiling at him. He smiled back and held out his hand to her that she accepted without hesitation as they walked toward the docking ramp together and getting onboard the large vessel and finding a seat as they waited for take off.

Setting his bag aside, the hero pulled out his new gunblades and looked them over with careful eyes for what must have been the tenth time since he got them. Giving them the names 'Justice' and 'Redemption'.

If felt strange for him to have weapons like that when he was so used to using his fists, feet and any weapons he could make from his suit. But it didn't mean that he didn't know how to use them, and it would make easier to hide who he really was. Him and Toxin both agreed that their abilities could be written off as a 'semblance', but he'd have to keep his more identifiable skills as low-key as possible.

Converting the guns back into their sword-form, he slipped them into the sheathes crisscrossed on the back of his hoodie before leaning his head back against the wall behind him. "Nervous?" He looked to his right at Velvet who was looking at him with a tiny hint of anxiety in her eyes.

"No. How bout you?" he asked back while squeezing her hand gently.

The rabbit-faunus sighed, biting her lip and absently playing with one of her ears with her spare hand. "A-A little. I just don't want to be bullied like I was back at Signal." she admitted.

Matt leaned over and kissed her cheek, "I won't let that happen. Though from the times I saw you training I think you might be more than capable of defending yourself."

Velvet blushed and touched the long, rectangular wooden box next to her that housed her weapons. A pair of Kamas that had the ability to change into dust-wands that could be loaded with crystals and cast powerful offensive and defensive spells in combat.

Watching her train, Matt noticed that she was very quick and nimble with her weapons. This combined with her semblance, would make her a huge asset on any team she ended up with. Though the hero would do what he could to make sure that they were on the same team when it came time for selection.

The airship vibrated as the engines kicked on. The loading doors and ramps closing as the vessel slowly rose into the air and began to make its way toward the school that would be home to the huntsmen and huntress hopefuls for the next four years. The other ships following suit with a squadron of bullheads acting as an escort.

Several groups clustered together onboard and began talking with one another as the journey began. Matt and Velvet stood and looked out the window as Vale passed beneath them.

"Are you worried?" she asked him with the city limits drawing closer.

"I think the police can handle things while I'm gone." he said back making sure no one was listening in to them. "I'll come back to town a couple times a week to be sure things are quiet thanks to the requisition that the headmaster managed to get for me."

A news broadcast had been playing on a holo-screen a few feet away caught Matt's attention when he heard something about what had happened a few days ago. Showing Roman Torchwick's mug-shot and saying that he was still at large. The teen's eyes narrowed at the image, _"I'll find out what you're up to, carrot-top."_ he vowed before turning his attention back to the view before him.

His girlfriend at his side as they left Vale behind them.

X

Meanwhile, on another airship. Ruby Rose and her sister Yang were also enjoying the view as Vale faded behind them. A blonde-haired boy throwing up not too far away from motion sickness and causing some of the bile to splatter on the blonde-brawler's boots.

"Oh! Yang! Gross! You've got puke on her shoes!" the 15-year-old exclaimed causing her sister to freak.

"Gross!Gross!Gross!Gross!Gross!Gross!Gross!" she stuttered while trying to shake the muck off and chasing after Ruby who ran away from her screaming. "No! Get away from me! Get away from me! Get away from me!"

The many students looking toward their future at Beacon Academy and the adventures they would be having there...

...as well as the dangers that lurked in the shadows.

_**A/N: After much consideration on the topic of what happens at Beacon, I've decided to put Matt on his own team instead of adding him to RWBY or JNPR like many other authors do with their fics. I got nothing against those that do, it's just that there are too many of them out there and a little more variety makes things interesting.**_

_**One of my readers, pyrojack25, has sent me rights to an OC he created to add to this team and will be revealed in the next chapter. Though who the partner of Matt and Toxin are going to be will be left undecided until the initiation part of the story to keep it a surprise.**_

_**Keep your thoughts and ideas coming guys, and I'll see what I can add to this with your feedback.**_


	12. Shining Beacon

_**A/N: Ahhhhh...summer time's finally upon us! Gotta love the sunshine and the gorgeous weather. And here I am inside writing out chapters for a kick ass story! So I'll keep this brief;**_

_**I've gotten the next couple of chapters all planned out and the canon storyline might change in some pretty big ways. I have two OC's lined up to add to the story itself that won't be added until the next chapter after this one. (Thanks again pyrojack25 for your addition). There's mostly all dialogue in this installment, but you all know as well as I do that it's all build up for what's coming next.**_

_**So sit back and enjoy the peace while it lasts.**_

_**Disclaimer: Don't own anything.**_

From what they had read up on Beacon Academy, they had been expecting something grand. But Matt and Toxin both weren't expecting this.

Stepping off the airship and gazing at the expansive campus before them, both symbiote and host couldn't help but compare the massive school to a castle that dwarfed the size of Signal Academy by leaps and bounds. All of it built on top of a massive cliff with crystal waterfalls running down the rock face, and miles upon miles of bright green forests surrounding it on all sides.

"Now this...is a school." he said with a wide grin.

"It's amazing." Velvet said in awe at his side as they walked down the ramp and entered the docking port. "I can't believe this will be our home for the next four years."

Matt put his arm around her shoulders and smiled, "We earned it, Vel. Now let's go have a look around, we don't have to be at the main atrium for another 40 minutes or so. Might as well check the place out."

Agreeing with him. Both the spider-hero and the rabbit-faunus ventured down the long foot path that led to the main cluster of buildings ahead of them.

_**"This has nothing on what we managed to read about."**_ said Toxin as it sensed the crowd around them for anything out of the ordinary. Matt nodded mentally, _"I know, the next four years are gonna be worth it."_

Picking their way around a few groups of people that were talking together, Velvet perked up when she recognized some that she went to school with back at Signal. She was glad that she saw several Faunus amongst the groups and felt a little bit of tension ease off her shoulders at the prospect of being around more of her kind during her time here.

The couple themselves had garnered a couple of looks as they walked past. Matt paying them no mind as they continued on. He did however catch a few scathing looks one or two of the other students sent their way. Sensing Velvet shrink a little at the looks, the vigilante just glared back making them revert their sight, his arm tightening a bit around her shoulders and curled her a little more into his side.

He knew well that she could defend herself against an enemy, and she had opened up more and became more confident in herself since they had been friends. Even more so now that they were a couple. But the young Faunus was very soft-hearted by nature when it came to situations like this which made it hard for her to stand up for herself.

A slayer of Grimm, but not of racist assholes. The vigilante still had ways to go to show her that she had more than enough right to kick the hell out of those that tried to hurt her for her heritage.

_"I'll never change the sweet and loving girl that she is, but I just want her to have more strength in herself."_ he though while getting a nod of agreement from his partner. However, his Matt's inner thoughts paused when he saw a small commotion happening before them.

Two girls seemed to be having an argument...or, more or less, one girl was shouting at the other. And the funny part was that he knew both of them from his time as Arachnid.

Standing a few feet from him was Weiss Schnee, who was holding a white case in one hand while waving around a vial of dust in the other as she scolded a jittery Ruby Rose whose face and nose twitched the more the substance was shaken in front of her.

_**"That vial's not properly sealed! I can sense the dust floating in the air between them!"**_ Toxin warned.

"Uh oh..." Matt said seeing where this was going. Velvet seemed to come to the same conclusion as they both took a couple of steps back just as the girl in red suddenly sneezed. The action causing the dust in the air to ignite which caused a small explosion filled with flames, ice crystals and lightning bolts to shoot off into different directions.

There was a few tense moments of silence before Weiss started shouting again. "Unbelievable! This is exactly the kind of thing I was talking about!"

"I'm really, _really_ sorry!" Ruby exclaimed while poking her fingers together timidly.

"You complete dolt!-" "I wouldn't be the one calling her a dolt." The heiress stopped her rant and looked to the side where Matt and Velvet approached them, "Considering it was the improper sealing of that vial that caused that blast. Not to mention you waving it around as you ran your mouth didn't help any." said the hero crossing his arms over his chest and sending her a narrowed look.

Weiss rounded on him, "How dare you! Do you even know who I am?!"

Matt scratched his chin, "Hmm...let me see..." he stared at her with an exaggerated expression a moment or two before speaking again. "Over priced clothes, expensive carry on, hired help handling said carry on, an 'I'm better than you and only I know it' attitude..." each point in his statement making the white-haired girl's face burn brighter with anger.

Ruby and Velvet did what they could to avoid giggling at the situation when the vigilante snapped his fingers, "Oh! I know now! It's the symbol on your back!" Weiss' anger faded and a look of pride took over thinking that his excitement was genuine. "You're the hostess of a ski-resort!"

The heiress face-faulted, Ruby and Velvet burst out laughing, no longer able to control it while Matt chuckled at the reaction.

"Grrrrrrr you!" she growled getting back to her feet. "Who do you think you are?!"

The vigilante smirked, _"Time to make Wade proud."_ he thought feeling Toxin chuckle. "Me? Oh I go by many names." he pulled out his gunblades and spun them around his body. "But most know me as; the skillful," he flipped the weapons around his hands, "The charismatic," the blades were crossed in front of him, "The one and only!" he through the gunblades spinning into the air, slicking his hand through his spiked hair just as the blades came down. Quickly tilting left and right to catch them in their scabbards before grinning widely at the girls before him. "Matt Nolen." he said with a dramatic finish before sweeping his hand to the left where his girlfriend was standing and trying to contain her laughter.

"And this, lovely lady here. Is my girlfriend, Velvet Scarlatina." he introduced making her blush as she came to stand next to him and wave at them.

Ruby had stars in her eyes while looking at the gunblades on the hero's back. Her inner weapon-geek coming into play as she all but salivated over their shape and design. Weiss however looked completely unimpressed by the showboating and just shook her head. Her ice-blue gaze going to the rabbit-faunus curiously. "A Faunus?" she asked with a hint of contempt in her tone.

The air suddenly went cold as the over-acting grin slid off Matt's face like water. Being replaced with a scowl and a glare that would melt glaciers. "Is there something wrong about that..._princess._" he snapped harshly, the heiress' eyes widening when she realized she had stepped into dangerous territory.

"It's heiress, actually." said a calm voice that diffused the situation for the time being.

Shaking off the sudden bout of negative emotions, Matt turned to regard the new arrival and felt his breath hitch in recognition.

Blake Belladonna stood there, a leather-bound book under her arm and a vial of dust with the Schnee family logo in her hand as she regarded the group with her ember colored eyes. Their gazes locked a moment before the dark-haired girl addressed them. "Weiss Schnee, heiress to the Schnee dust company. One of the largest producers of energy propellant in the world."

"Finally! Some recognition!" the girl in white sending a smug look at the group.

"The same company infamous for its controversial work forces, and questionable business partners." Blake finished officially bursting her bubble.

Matt started laughing as the heiress began sputtering at what was said, snatching the vial of dust from the other girl and started stomping away. "I promise I'll make this up to you!" Ruby called after her even though she was long out of sight.

Getting his amusement under control, the vigilante looked toward Blake and found her gone. But a sudden weight in his pocket made him reach down and find a piece of paper waiting for him. The smooth script reading;

_Your secret's still safe with me, I look forward to working along side you here at Beacon. - B_

Crumpling the message and sticking it back in his pocket, Matt turned his attention to the now depressed 15-year-old before him. "Guess I'm not the only one having a rough first day." she said with a sigh. Looking up when she felt a hand on her shoulder and saw Velvet standing there.

"Everyone has it a bit rough on the first day, one way or another." she said smiling. "Try not to let it get to you."

Ruby smiled back at her. "Thanks...I'm Ruby, by the way. We went to Signal together, I think." she said introducing herself.

"I know, it's nice to finally meet you. I'm Velvet." the Faunus said before sending a look to Matt as he came up next to her and raised an eyebrow. "As you may already know."

Matt chuckled, "Yeah, sorry about that. Just wanted to piss Ms. Spoiled off for running her mouth to you. Accidents happen, more so when others are careless and think they're better than anyone else."

Ruby's eyes lit up, "Wait! I remember you now!" she exclaimed while pointing at him. "You're the guy that beat up Cardin and the other bullies a couple weeks ago! That was so awesome with the way you moved! How did you do that?!"

The hero grinned at her excitement, "That was me, I didn't like the way they were treating Velvet and decided to do something about it." he admitted while slipping his arm around his girlfriend's waist. "As for how I did it...natural talent." Velvet giggled next to him while Ruby bounced from foot to foot.

After calming down, the younger girl looked at them timidly, "Hay...uh, I know we just met and everything. But...I really don't know people here since I was moved ahead two years. And you're both so nice, I was wondering if...it's not a problem...that-"

"We'd be more than happy to be your friends." said Matt stopping her from stuttering more, Velvet nodding in agreement next to him while at the same time rubbing one of her rabbit-ears. Ruby's smile turned almost as bright as the sun as she zoomed forward and brought them both into a bone-jarring hug.

"Thankyouthankyouthankyouthankyouthanyou!" she shouted really fast in utter joy.

Pulling themselves from the girl's grip, the three turned and started to head toward the building when someone bumped into Matt and felt to the ground. A blonde teen with dark blue eyes wearing a black and orange hoodie and jeans underneath a set of shoulder and chest-plate armor. A sword and sheath strapped to his left hip on a set of crisscrossing belts with a couple of pouches on the other side.

"Uh...sorry. I was just..." the teen trailed off when the vigilante reached a hand out and helped him to his feet.

"Relax man, no hard feelings." Matt said as the other student was upright again. "You got a name?"

The blonde snapped his head up after dusting himself off, "Oh! It's, uh, Jaune. Jaune Arc." he managed through his nerves.

"Aren't you the guy that threw up on the ship?" Ruby asked making his head drop and cheeks to burn in embarrassment.

X

A while later found the group of four traversing the various walkways around the outside of the academy. Through a couple of gardens and by several ponds as they chatted amongst themselves.

"All I'm saying is that motion sickness is a much more common problem than most people let on." Jaune said trying to justify his moment of illness on the way to the school campus.

"Look, I'm sorry." said Ruby. "Vomit Boy was the first thing that came to mind."

"Oh yeah? What if I called you 'Crater Face'?" the blonde fired back.

"Hay! That explosion was an accident!" the girl in red defended herself.

"There could be worse names." Matt added, both he and Velvet enjoying the scenery with all the different plants and architecture around them.

Jaune shrugged, "Maybe. Anyway, the name's Jaune Arc. Short, sweet, rolls off the tongue. Ladies love it." he said trying to sound cool and smooth.

The other three looked at him with odd expressions, "...do they?" Ruby asked the question that was on all of their minds.

"They will!" Jaune said stuttering again. "Well, I hope they will. I mean my mom always says that...never mind."

Taking pity on him, the vigilante reached out and patted him on the shoulder. "Keep up the optimism and the confidence. Ladies love that as well, right babe?" he turned and asked Velvet who had been looking at a bunch of flowers before she looked up at him confused.

"I'm sorry, did you say something Matt?" she asked making his mouth drop. Ruby and Jaune laughing lightly at his expression. The subtle gleam of mischief in Velvet's eyes telling him that she was doing this on purpose. _**"She's learning from you after all, subtly anyway." **_Toxin said while trying to contain its own amusement.

There was a brief pause before the youngest member in their group decided to break it. "So...I got this thing." Ruby took out her weapon and unfolded it into its scythe form.

"Whoa!" Jaune said stepping back, "Is...that a scythe?" he asked looking at the huge weapon.

"It's also a customizable, high-impact sniper rifle." she explained. The older teen looked confused, "It's also a gun." she added while cocking the bolt handle.

"Sick." Matt said looking the scythe-rifle over from blade to shaft. Figuring it was time for show and tell, he pulled his two gunblades out. "I got these. Both can change from heavy-pistol forms to short swords for close quarters combat." he explained.

"What kind of rounds do they use?" Ruby asked bending her face down to get a closer look at the black and grey colored weapons.

"13mm dust rounds. Pack one hell of a punch and can blow a hole through brick at about twenty paces." the vigilante said before slipping them back over his shoulders. He looked over at Velvet who removed her Kamas from the wooden box she carried them in.

"These are my Kamas, they can change into dust wands so that I can launch spells when I need to." she slashed the weapons through the air. Spinning them around and making the blades snap into the light-brown shafts as runes glowed along the surfaces. Compartments opening up toward the bottoms revealing a section where dust crystals could be inserted.

The girl in red was beaming, "Wow! Dust wands are incredibly hard to forge! Let alone ones that can be converted into another kind of weapon! You must be really talented to make these."

Velvet blushed at the praise as she silently slipped the Kamas back into their box. All eyes turned to Jaune who now looked more nervous than before. "Well...I got this sword." he said pulling the weapon from the scabbard on his hip to show them. "And this shield too." he pulled the scabbard itself up and it expanded to the size of a regular shield.

"So, what do they do?" Ruby asked touching the shield. Jaune seemed to lose control of the thing as it folded in and out of itself several times. Bouncing around in the air as he tried to catch it before getting everything under control again.

"The shield gets smaller." he said slipping it back on to his belt and the sword back into it. "So when I get tired of carrying it, I can just...put it away."

"But, doesn't it weigh the same regardless?" asked Velvet.

Jaune's head bowed a bit, "Yeah...it does."

Ruby saw him getting down on himself and decided to cheer him up as best she could, "Well, I'm kind of a dork when it comes to weapons. I did go a little overboard when designing it." she said referring to her scythe-rifle.

"You made that?" the blonde asked shocked.

"Of course. All students at Signal forge their own weapons." said the younger girl. "Didn't you make yours?"

Jaune looked at the sword a moment. "No, it's a hand-me-down. My Great-Great-Grandfather used it to fight in the war."

"That's one hell of an heirloom, man." said Matt genuinely impressed. "Think about all the battles that blade has seen. The enemies it helped vanquish. It must feel pretty great carrying around a piece of your family's history around like that while you become a hunter yourself."

A smiled spread on the blonde's face, "Yeah...it kinda does. I just wish I can make him proud." he said with longing and a bit of determination.

The vigilante grinned, "I bet you will. Carrying around something like that is like carrying around a part of the person that once owned it. In a way, they'll be there with you as you make your way through life." his hand reached up and touched the cross pendant beneath his shirt collar. Velvet saw this and held his other hand as a sign of comfort.

They started walking again and began to double back toward the school. "Hay, where are we going anyway?" Ruby asked after a couple of moments.

"This path should lead us to the atrium, it's almost time for everything to get started." said Velvet checking her watch as they approached the large set of doors that led inside. Finding all the new 1st year students gathered together and mingling amongst themselves.

_**"A lot of people here..."**_ the symbiote whispered in the back of Matt's mind.

_"Nervous Tox?" _the host asked with a hidden smirk. His partner scoffed, _**"Hardly. It's just a bit difficult to see where a threat could possibly come from."**_it said back not sounding convincing at all.

"Ruby! Over here! I saved you a spot!" someone called out, that person being a familiar blonde-brawler that both Matt and Toxin had known not too long ago.

"Oh!" she turned to the other three, "It was nice meeting you guys, I'll see you after the ceremony okay?" she said before running off to be with here sister.

Jaune watched her go with an uncomfortable expression. Sighing after seeing the girl in red disappear amongst the crowd. "Ah, great. Now where am I gonna find another nice, quirky girl to talk to?" he muttered.

The vigilante looked over his shoulder and caught sight of a girl with bright red hair and green eyes wearing what looled like spartan armor watching him not too far away. "I don't think you'll have to look far." he said getting a confused look from the blonde. "Just trust me on this." he added while patting Jaune on the shoulder. "Vel and I better find our own spots, see ya around Jaune."

"Think they'll be alright?" asked Velvet as they found themselves a spot close to the stage where everyone was gathering around.

"Those two? They'll be fine, how much trouble could they possibly get into in here?" replied the hero. Not knowing that several rows away Ruby was having another confrontation with Weiss about what happened out front while Yang tried to keep the peace between them.

Several minutes passed before Professor Ozpin stepped on to the stage, Goodwitch on his flank as the crowd quieted down to hear what he had to say.

"I'll keep this brief." he said into the microphone before him. "You have traveled here today in search of knowledge. To hone your craft and to acquire new skills. And when you've finished, you plan to dedicate your life to the protection of the people." The students all became prideful at his speech.

"But I look amongst you, and all I see is wasted energy." The pride suddenly dropped like a lead weight. "Wasted energy in need of purpose, direction. You assume knowledge will free you of this. But your time at this school will prove that knowledge can only carry you so far. It is up to you, to take the first step." Ozpin stepped away from the podium and walked off stage. Matt watching him go as Toxin spoke to him.

_**"The man sure knows how to get a crowds attention."**_ The headmaster paused at the exit and looked back, his eyes locking with that of the vigilante's as a small smile graced his face. With that he disappeared through the doorway leaving Matt wondering what was on his mind.

Professor Goodwitch stepped up next, "You will all gather into the ballroom tonight. Tomorrow your initiation begins. Be ready. You are dismissed."

"He seemed a bit...odd." Velvet said after observing Ozpin's behavior.

"I think that's natural for him." Matt replied as they followed the group of future hunters toward where the ballroom was located. "Though I'm curious about what they're gonna have us do tomorrow. From what I've read about, each year's initiation is different and varies in difficulty."

The rabbit-faunus nodded, "Do you...think we'll be on the same team?" she asked hesitantly.

"I hope so, guess that's what we'll have to shoot for when everything get's started." he said putting an arm around her as they entered the large room where they would be staying with the other freshmen for the night.

X

When the sun went down and darkness settled in, most of the future huntsmen and huntresses had all turned in for the night. Hoping to get enough sleep before their initiation the next day. A handful of others were still up doing various things with what little light was provided in the ballroom.

Laying on her sleeping bag, Ruby was busily writing in a notebook in her pajamas just as Yang flopped down in the one next to her in her own sleep wear. "It's like a big slumber party." she said grinning.

"I don't think dad would approve of all the boys though." the younger girl said not looking up.

The blonde looked to the other side of the room and saw a bunch of guys shirtless horsing around. "I know I do." she said with a purr in her voice. Until Jaune walked by wearing a pair of light-blue footie pajamas and winked at her and making her cringe a bit.

"What's that?" she asked her little sister seeing what she was doing.

"Writing a letter for the gang back at Signal. I promised to tell them all about Beacon, and how things are going." Ruby said smiling.

"Ohhh, that's sooo cute!" Yang said in a squeaky voice until a pillow connected with her face.

"Shut up!" the younger girl muttered. "I didn't get to take my friends to school. It's weird not knowing anyone here." she said now looking depressed.

"What about Jaune?" the older sister asked thinking of her fellow blonde. "He seemed...nice." she offered thinking about the attempted flirting he did with Weiss after the orientation ceremony. "There you go! That's plus one friend, that's a 100% increase!"

Ruby rolled over and flopped down on her sleeping bag, "I'm pretty sure Weiss counts as a negative friend..."

"Then how about those other two you told me about? Matt and Velvet? The way you talked about them they seemed pretty cool." said Yang thinking back to the duo that helped her sister out when she went off with her friends earlier.

"Maybe...I don't know." Her sister said and still didn't look convinced as she just stared at the ceiling making the blonde sigh.

"Look sis, it's only been one day. Trust me, you got more friends all around you. You just haven't met them yet." A sudden spark and glow caught the girls' attention as they looked toward the nearby wall where Ruby could recognize the form of the dark-haired girl that had been by the docks during her 'sneeze-explosion incident' sitting back and reading a book.

"That girl." the one in red mumbled.

"You know her?" asked Yang curious.

"Not really, but she saw what had happened this morning though and was there not long after I met Matt and Velvet." she admitted. "But she took off before any of us could say anything to her."

The blonde-brawler grinned, "Well, now's your chance!" she got up and grabbed Ruby's arm and began to drag her over to where the silent girl had been reading by candle-light.

Meanwhile, on the other side of the ball room Matt laid on his own bed roll. Duffel bag under his head as a pillow as he stared out the large window he laid beneath at the sea of stars in the sky outside. Dressed in nothing but a pair of dark-blue pajama pants since the room was a bit stuffy with all the people crowded in it.

Velvet's roll laid next to his empty, having gone to the bathroom to get changed and grab something to drink before coming to bed for the night.

Laying there staring out into the night, the vigilante's thoughts began drifting to what was happening back at Vale now that he was away from everything. Being who he was, it was foreign to not jump out late at night and swing through the air while looking for trouble. Now that he was here at Beacon...it was almost like an instinct was being repressed.

_**"Nothing's going to happen if we're gone for a couple of days." **_Toxin said trying to ease his thoughts.

_"We don't know that for sure."_ the hero thought back to his partner. _"Ever since we first arrived the city seems to fill up with more and more people who want to cause problems." _the memories of the fights he had with Crimson, Junior, Xero, Torchwick, and the array of thugs both street and from the White Fang coming to mind. _"It just fills we with dread thinking about what could happen out there."_

The symbiote sighed, _**"We can't always be there. We're but one individual. Granted, we're two beings sharing a body, but being in two places at once is all but impossible. Besides, at least once initiation is over, Ozpin will come through with our requisition and we can head back to Vale every once in a while. So for now just try to relax...you're giving me a headache. And that's really saying something." **_

Deciding to take Toxin's advice, Matt just took a deep breath and closed his eyes and allow his tense muscles to relax...

Just as the sound of fighting could be heard across the large room making his eyes snap back open again. Rolling over on his stomach, the hero saw Ruby and her sister in the middle of some kind of mini-cat fight which had started to garner the attention of a few others who were trying to sleep.

He slowly got up and made his way over to break it up when a familiar heiress began stomping over there as well. "What in the world is going on over here!" Weiss exclaimed, stopping the two sisters. "Don't you realize that some of us are trying to sleep?"

"OH NOT YOU AGAIN!" Yang and Weiss shouted at each other when their eyes met.

"Shh! Guys, she's right! People are trying to sleep!" Ruby whisper/yelled as the volume of the argument shot up.

"No kidding. Kinda defeats the purpose of even trying if all you're doing is more yelling." the four girls looked up, their mouths falling open as they saw Matt standing there with his arms crossed over his chest. The muscles of his arms along with his pecs and abs on display for all to see which caused the girls to blush.

Weiss, who was raised to be proper, couldn't help but rove her eyes over the expanse of exposed skin before her with a spark of lust deep within her being. Blake attempted to hide her pink face behind her book, but kept glancing over the top at their guest regardless. And Ruby was trying to look anywhere but at the older boy she had made friends with earlier, her innocent mind already burning in overdrive.

Yang, however, being the brash and blunt girl that she was. Just grinned widely and licked her lips at the specimen before her. _"Damn...that boy's got pecs to knock on!"_ her lilac eyes took in every inch of the vigilante with lust clouding in them. _"And I wanna start knockin'!"_

"Well helllllooooo cutie." the blond purred while sashaying up to Matt who raised an eyebrow in return. "You gotta name?" she asked while running her finger along his hard bicep.

"Matt Nolen." he replied while taking a step to his right, out of her reach. "And I'm taken, sorry sunshine." Yang's grin vanished and was replaced with a deep pout of disappointment realizing that he wasn't on the market anymore.

"Hay Matt," Ruby said still a little embarrassed seeing his state of dress. "How have you been since earlier?"

The vigilante shrugged, "Can't complain. Though it would be good for all of us to get some sleep before we get thrown into whatever gauntlet the headmaster is gonna throw at us tomorrow."

Weiss scoffed thinking about how she had met the boy before, "I think you're going to need more than that to get through even the first few seconds of our task."

Matt rolled his eyes in her direction and chuckled humorlessly. "You wanna know something, princess? That holier-than-thou attitude of yours could end up costing you your own, your partner's, and even your team's lives if you don't knock it off."

The white-haired girl looked ready to fire back with both barrels when he cut her off, "Let me ask you this; do you think the Grimm will give a damn about your status in society? That your some rich, privileged girl living the high-life?"

The question had caught her completely and utterly off guard, the other girls now looking at him a little stunned. Ruby couldn't help but think back to their first meeting, how funny he was and how he showed off a bit. But right now, he was completely serious with no hint of joking at all.

Which scared the younger girl just a little bit.

"That answer you're looking for, is no." Matt continued when he only got silence. "To those monsters, you're just another slab of meat to slice up and devour. The more you put down those around you here, the more likely you'll lose allies that could have watched your back out in the field. No matter how much training or how many powerful weapons you can make, no one can fight a battle alone if the odds are too highly stacked against them. You'll end up dying alone with no one to blame but yourself."

Weiss looked to the floor, putting on her usual scowl before spinning on her heel and walking away with out a word. The vigilante turned to the others who looked at him oddly. "Sorry to spook you guys like that, but it's a harsh reality she better learn fast or people could end up hurt because she was to far up on her high horse to see the danger she could be stepping into."

"Hay, no prob." said Yang waving him off and keeping her usual grin, "Bout time someone put her in her place, I pity the one who ends up her partner." That being said, she turned to her sister and motioned back to their bed rolls, "Com'mon sis, better get some shut eye for tomorrow. Nice meeting you Matt!" she called as she and Ruby made their way back to their spots, the little red/black haired girl waving at him as they left.

Matt watched them go and couldn't help but smile from all the positive energy the sisters seemed to exude from their very souls when they were in a room. "It was interesting seeing you here, considering our last meeting." He looked over to Blake who had spoken softly so no passersby could hear. Her book laying on the floor on the page she stopped on.

"Got an offer from the headmaster...apparently he managed to figure me out as well." the hero replied leaning against the wall where she was seated. "Figured coming here and learning a few new tricks was better than standing around and waiting for trouble."

The dark haired girl nodded, "This school could use someone like you. You obviously have a lot of experience if your exploits are anything to go by. I look forward to seeing how you do when it's time for the initiation." she looked up and saw his eyes locked on the bow on top of her head.

During their conversation, the vigilante saw the accessory twitch ever so slightly. A normal person's eyes wouldn't have caught it, but his sharp eyes saw the movement as clear as day. He smiled down at her, "You hide it well...though I think you have your reasons for keeping your heritage a secret."

Blake's eyes widened and her stomach lurched, fighting the instinct to reach up and make sure that her bow was really in place. "W-What are you talking about?" she asked trying to play ignorant.

Matt looked around to be sure no one was close before going back to her. "I know you're a Faunus, Blake. Every time we've been around one another I can sense feline in the air, and the fact that I can see your bow twitching gives me a good hint of what you're hiding from the world."

Seeing the girl's eyes dart back and forth, a very good impression of a cat looking for an escape, the hero knelt down and touched her arm. "Relax, Blake. I'm not going to say a word." he said easing her fears. "You promised to keep my secret, I'll show you the same kindness."

The hidden Faunus let out a breath of relief, "Thank you...you really do respect us, don't you." she state rather than asked.

Smiling, the vigilante looked up causing Blake to follow his gaze as his rabbit-faunus girlfriend returned to where their sleeping bags were set up. Looking around briefly before spotting him and waving in his direction. "I do." he said smiling warmly. "And I'm not ashamed for being in a relationship with one either. Sometimes you just gotta say, 'fuck what the world thinks', why should our happiness be put on hold for a small number of assholes with old beliefs?"

Blake smiled hearing that, "If only the rest of the world thought like you did. Maybe there might be peace between our people after all."

Standing back up, the vigilante sent her one last smile, "There are more folks out there like me than you realize, Blake. You just gotta know where to look for us." He began making his way back to his spot in the ballroom. Leaving the dark-haired beauty to her thoughts.

Shaking her head, she put her book away, blowing out the candles she had lit before getting ready for bed.

X

Velvet looked up from her spot as Matt laid down and got comfortable next to her. "Friend of yours?" she asked referring to the other girl he had been talking to.

"Yeah, met her a while back. She's pretty decent to talk to, you might like her. Both of you have a few things in common." he replied. _**"In more ways than one."**_ Toxin commented in the back of his mind.

Nodding, the young Faunus shifted in her bed roll until she was cuddled up into her boyfriend's side. The vigilante simply wrapping an arm around her as she got comfortable. One of the things he figured out about Velvet was that she was a cuddler, and despite her nervousness and embarrassment in the beginning she had grown to curl up with him every chance she got.

"Night Vel." he said kissing the top of her head.

The rabbit-girl yawned, "Night...Matt." a moment later he could feel her soft breathing against his shoulder and chest meaning she was already in the land of dreams.

Laying his head back, Matt shut his eyes and allowed his mind to drift. Tomorrow was going to be a big day, and he had a feeling he would need to be at his best to be sure things went smoothly.

And, given the 'luck' he had gained from Peter, he was going to need it.

_**A/N: And End chapter! Initiation in the Emerald Forest is coming next and it will be split up into two chapters considering the size and word amount I'm going for. So keep your eyes open, considering my update speed it won't take too long!**_


	13. Partners and Allies Pt1

_**A/N: After a couple of days of careful planning the next installment is finally ready. Granted, it's not nearly as long as I had hoped. But if any of the past chapters are anything to go by I'll make up for it later.**_

_**Now, before I get this show on the road. I'm giving another shout out to my reader and friend Pyrojack25 for his addition to this fic. As I have said before, I will never take the credit for another's work, he deserves his and I'm gonna make sure that he gets it.**_

_**Disclaimer: Don't own either branch.**_

Morning had come quickly for most of the future huntsmen and huntresses that were now attending Beacon. After waking up, changing and putting away their supplies until after initiation, the students all gathered in the large cafeteria for breakfast. And Matt was impressed at the large spread the academy's cooks could dish out for so many at one time.

Both he and Velvet were at one of the many tables partaking in the most important meal of the day. Ruby and Yang sitting across from them with their own plates, the blonde asking the couple questions wanting to get to know the two that her sister had become fast friends with.

The rabbit-faunus was a little nervous about the interaction, but the warm and bubbly personalities of the sisters was too infectious and couldn't help but laugh and smile along with their antics.

Seeing this, Matt was happy to see his girlfriend opening up more and knew to thank Ruby and Yang for being the way they were and helping her with this. And with the sisters distracted while talking with Velvet it gave him the chance to feed Toxin a couple of candy bars he had gotten from the vending machine down the hall.

"Soo, how long have you guys been together?" Yang asked after finishing off her juice.

"A little over a week. It's all still pretty new, but we're doing alright." the vigilante replied moving his now empty plate aside.

Ruby looked at the young Faunus, her gaze going up to her long, floppy ears and couldn't help herself. "Velvet? Can I...touch your ears?" she asked nervous.

Velvet tilted her head confused and a little put off by the question, but Ruby seemed more curious than anything and she didn't see the harm in allowing it. "Um...okay." Bending forward a bit, the younger girl reached up and gently ran her fingers along her left ear.

"They're so soft." Ruby said pulling her hand away and looking a bit sheepish. "Sorry, just got overly curious there for a bit. I've met a lot of Faunus and I always wondered what it was like having ears lke that."

"They're no different from our human ears," the older girl said moving her long brown hair aside and revealing her regular set of ears. "Though we can hear much better with them in comparison." her gaze fell to the table sadly.

"Something wrong?" Yang asked seeing the shift in the air.

Matt reached out and held Velvet's hand on top of the table. "Faunus are considered second-class citizens, as you may already know. Vel was the target of a lot of bullying back at Signal because of this. That day you saw me kick the shit out of those guys in the front courtyard was because they wouldn't leave her alone."

The rabbit-faunus leaned her head on his shoulder, the vigilante's protective nature warmed her heart knowing that he was always there for her when she needed him. It actually made her nervous while wondering what was going to happen when they went out for their initiation.

But she knew she could handle herself, the added training the two of them did before they came to Beacon being proof of this.

When everything was said and done in the cafeteria, Professor Goodwitch spoke over the school's PA system telling all students to head to the locker rooms and to prepare for their initiation.

Gathering into the white room, Matt headed over to the locker he had been designated the night before and took out his gunblades. Slipping them into the sheaths over his shoulders and slipping clips of ammo into various 'pockets'.

Another boy wearing a green formal outfit and black hair with a pink stripe running through it walked by him, a girl with orange hair and a hyperactive personality trailing behind him talking too quickly for most to understand. Something about sloths and the sounds they supposedly made.

Shaking his head at the odd pair, the vigilante closed his locker and began looking at the other people in the room. Spotting Ruby and Yang talking a few rows down, the younger girl hugging her weapon to her chest like a mother would her child. He also saw Weiss on the other side of the room talking with the red head in spartan armor, Jaune making his way up to them in another attempt to be smooth.

_"Wonder how they all will do." _ he thought after observing the other students.

_**"You ready for this?"**_ asked Toxin as they began to head toward the exit.

_"Of course. After everything we've been through, this could end up being a walk in the park."_ Matt then had another thought come to mind. _"Then again...Ozpin's a crafty guy. He probably has something out there waiting for us specifically to test our strength."_

The symbiote 'shrugged', _**"Who knows. But that's never stopped us from facing a challenge before. And this could be a way to test our strengths without us resorting to our normal abilities..."**_ Toxin trailed off after a moment making Matt pause in his steps. _"What's up?"_ he asked not liking the sudden silence.

_**"We're being watched...on our right."**_ turning toward the mentioned direction, the vigilante was greeted with the sight of another male who was looking in his way.

They stood about the same height and had roughly the same build. He had tan skin and black hair with bangs covering his left eye and going down the back of his neck. Wearing a grey tank top beneath a black vest, black cargo pants, wrist bands and combat boots.

A symbol on the right side of the vest depicted a grey shield with a while wolf's head in mid-howl. Most likely a family crest of some kind. But the most interesting things was his weapon.

An O-Katana strapped across his back with a hollowed out middle that resembled a gun barrel that opened up in the center of the blade on the end. A criss crossing pattern could be made out along the blade leading to the guard that had a trigger close to the handle and a ring mechanism around it that you would see on a Winchester style shotgun.

The teen's lone blue eye was locked on to Matt's returning gaze, arm crossed over his chest as he observed the vigilante from his spot against a row of lockers not even six feet from him. "Is there a problem?" he asked, putting his hands into his pockets and appearing as casual as possible. Even though inside he was assessing the other male incase he was a threat.

"Just keeping tabs on possible rivals." the unknown teen said in a calm tone, leaning off the locker and taking two steps toward the hero keeping their eyes locked. "Or possible team mates. Out of everyone I've seen, you seem to have a good amount of skill, hence my staring. I apologise for causing any discomfort."

Matt shrugged, "It's fine, can't blame you for wanting to scope out potential threats and allies." he held out his hand. "Matt Nolen."

Looking at the offered hand a moment, the teen grasped and shook firmly. "Luke Von Wolf. You seem rather at ease with how things are going to come into play, everyone else is either excited or nervous about initiation."

"Nothing to be nervous about. As for excited, I think everyone is looking forward to a good challenge while we're out there." came the reply.

Luke tilted his head, "I believe the same. Beacon will definitely test us in many ways, all of it beneficial in one way or another. What are you looking for while here?"

The vigilante was starting to wonder about the other teen's line of questioning. _**"Could just be trying to be friendly."**_ offered his symbiote. _"Or he's digging for information, either option might work in his favor somehow." _he thought back.

"Just looking for my place in the world. Doing the right thing and protecting lives. Kinda the reason we're all here I guess." he answered. "How bout you? What are you here for?"

Blue eyes dimming slightly, Luke didn't answer right away. And when he did, his voice had dropped a little. "I am also trying to find my place in the world. To serve in whatever way I can to ensure the safety of others." he looked up at Matt and spoke at the same level as before. "We share the same thoughts in regards to our objectives. I look forward to seeing how things play out today."

Matt nodded, "Same here. Good luck out there." he looked off to the side and found Velvet waiting for him by the exit. "I'll see ya around, nice meeting you Luke." with that he headed off to be with his girlfriend and prepare for the coming trials.

X Luke's POV X

He was different. I could sense it in his aura as well as his scent.

Being half-Faunus gave me the ability to find out such things about individuals. It's what kept me out of trouble all these years. And it's a trait that I continued to use today.

Everyone around me I could figure out. Their personalities and their flaws almost an open book to me as they interacted with one another. But this one, Matt Nolen, he was very different. Even with all the skills I acquired through my training and my natural abilities I couldn't get an accurate read on him.

It was almost as if something was throwing my senses for a loop. His scent being the foremost confusing.

Many had their own unique scent, something they have had since they were born. The girl in the red cape who was two years younger than the rest of us smelled strongly of roses. The one in all white smelled like fresh snow and mint combined. But Matt...his scent was obscured by something else. Like two scents that mingled together to make one that was unidentifiable.

Something about him that was...abnormal.

He was an enigma, I could see it in the way he held himself. He was a veteran fighter, that much I could deduce form our brief interaction. Someone who would throw everything he had into a confrontation until he came out on top. And the way he spoke of protecting the people, I could tell that he was an honest soul beneath his calm exterior.

"Would all first year students please report to Beacon cliff for initiation. Again, all first year students report to Beacon cliff immediately." Professor Goodwitch's voice rang out through the PA system.

Securing my supplies into a small pack and strapping it to my belt, I made my way out of the locker room and followed along with the other first years. Eyes scanning the people around me out of habit when someone bumped into my back.

"Oh, sorry." I turned and was greeted with the sight of a beautiful woman. Her amber colored eyes locking with my blue ones for a brief moment before she turned away and kept walking. I stared after her for a few seconds before falling back in line with the other students. But the girl's scent lingered in the air from when she bumped into me.

I could pick up the hint of lavender and spices, but also something else. Feline. It took me two seconds to realize that the girl was actually a Faunus in disguise. Most likely hiding her animal traits in a unique way to avoid detection. But her scent, even though masked by perfume, was still very noticeable

Shaking myself in order to keep my mind focused on the coming task, I kept my head high and my wits sharp. Though I could not shake the image of the raven haired beauty that I had encountered or the hypnotic effect her eyes had on me.

X Regular POV X

The first year students all gathered along the cliffs just outside of the academy's campus. Below them, the large expanse of trees that made up the Emerald forest stretched out before them where they would be taking their initiation test.

Matt rolled his shoulders and cracked his neck. Shifting his feet slightly on the small platform he and all the others were all standing on. Velvet was on his left, Weiss on his right as they all turned toward Professors Ozpin and Goodwitch as the headmaster addressed all of them.

"For years you have trained to become warriors. And today your abilities will be evaluated in the Emerald forest." he started explaining.

Goodwitch took over from there, "Now, I'm sure many of you have heard rumors about assignment of teams. Well, allow us to put an end to your confusion. Each of you will be given team mates...today."

There was a brief pause as she let the students soak that in. Ruby muttered 'what' under her breath in distress when Ozpin started speaking again.

"These team mates will be with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone with whom you can work well. That being said, the first person you make eye contact with after landing will be your partner for the next four years."

There was mixed feelings amongst the group. Matt looked over at Velvet and winked making her giggle before they turned back to the headmaster.

"After you've partnered up, make your way to the northern end of the forest." he said motioning to the massive wooded area behind him. "You will meet opposition along the way. Do not hesitate to destroy everything in your path...or you will die."

_**"I say bring it."**_ Toxin whispered in its host's ear making him grin ferally in agreement.

"You will be monitored and graded for the duration of your initiation." the headmaster continued. "But our instructors will not intervene. You will find an abandoned temple at the end of the path containing several relics. Each pair must choose one, and return to the top of the cliff. We will regard that item, as well as your standing, and grade you appropriately. Are there any questions?"

Jaune raised his hand, "Uh, yeah, um, sir? How-"

"Good." Ozpin said acting as though he didn't hear them. "Now, take your positions."

All the students braced themselves on their platforms as each one started ticking. Matt crouched low, hands at his sides like he normally would before webswinging. Velvet taking a similar position, but with her Kamas out and a stern look on her face while they waited to be launched.

The vigilante gave a warm smile to his girlfriend, "I'll find you, babe." he said loud enough for only her to hear. The rabbit-faunus smiled just before her platform snapped up and launched her after the ones that had already been sent off.

A few moments passed as he felt the mechanism beneath his platform shutter. Sending a look toward Ozpin, he grinned widely at him before he was airborne, a loud 'YEAAAAAAHHHHHAAAAAAAWWWWW' following him as he flew over the forest with the speed of a bullet.

Wind whipping past his face, Matt only felt this kind of a rush when he was swinging amongst buildings or fighting criminals. Bringing his arms and legs, he managed to increase his speed with less resistance, vision locking on to the form of his girlfriend and marking where she disappeared amongst the ocean of green below them.

Angling his body a certain way, the vigilante aimed himself toward a large tree close by. Making sure that the others that had been launched behind him were unaware before firing bladed tendrils from his sleeves that pierced the bark of the tree, swinging around a couple times before touching down on a thick branch hard enough to shake dozens of leaves off it.

"That went pretty well." he said retracting the tendrils back into his 'clothes'.

_**"Yes, now we must find your mate and two other team members before making it toward the temple Ozpin spoke of."**_ said Toxin.

Matt smirked, "Way ahead of you on that, Tox." He held out his hand where two strands of soft-brown hair rested in his palm. Having gently taken them when he gave Velvet a hug before finding their designated platforms.

One of the abilities that he had discovered since he and the symbiote had bonded that was unique was advanced tracking. All he needed was a piece of DNA from someone and he could locate the person no matter where they were within a certain area.

Allowing his suit to form over his hand, he absorbed the hairs into his hand and closed his eyes to concentrate. A pulse emitting from his body and echoing out through the forest in a wide circle, seconds ticking by before his lids snapped open when he found where the rabbit-faunus was located.

"Alright, time to get to work." Drawing his gunblades, he dropped down from the tree and hit the ground running. Dirt and grass kicking up behind him as his enhanced speed made the foliage around him turn into a green blur as he rushed past everything, his senses on alert for any hostiles that could have been laying in wait.

Leaping up, Matt kicked off a tree and flew over a cluster of rocks blocking his path. Landing on the grass and rolling to his feet as he surveyed his new surroundings. He'd been running for only a minute or two, but he had already cleared well over two thousand yards.

From what he was sensing, Velvet was on the move in the general direction of the temple where the relics were located and was somewhere north-east of his location. _"Almost there, just gotta keep-"_ his spider-sense flared cutting off his thoughts. Front flipping out of the way as a large black claw cleaved the ground where he had been standing.

Rolling to his feet and spinning around to face his opposition, he was greeted by the sight of a lone Ursa. The large, bear-like Grimm snarled at the vigilante, the blood red eyes burning from behind its bone-armor mask as it rose up to its full height and towered over him.

Matt stood up to his fullest, shoulders squared as he gripped the gunnblades in his hands. "Hay there Yogi," he said with a slight smirk. "Where's Boo-Boo?" The Ursa roared and charged him, claws at the ready to tear him apart.

Ducking under the first swipe, the hero fired two quick rounds into the Grimm's exposed belly and punching bloody holes into it. Rearing back in pain, the creature let out a surprised squeal allowing him to fire two more shots into its chest making it stagger.

Switching to sword-mode, Matt charged the Ursa and slashed at its right leg. The sharpened blade cleaving through flesh and bone with the aid of his enhanced strength and sending the Grimm's leg clattering to the ground with a sick 'splat' before it toppled over.

Not giving it a chance, the vigilante pressed the barrel of one of his gunblades to the creature's head and fired. The 13mm dust round blowing the back of its head open and splattering bone and grey matter across the grass.

_**"Impressive."**_ said Toxin seeing its hosts skills with the weapons. _**"Keep this up and I might start to feel jealous."**_

Matt rolled his eyes, _"Drama queen." _More growls began to echo around him, bushes and trees shifted as several forms came out of the forest. The thin, lengthy forms of Beowolves skulked out into the open. Unlike the ones he had encountered when he first arrived in this dimension, these ones had bone masks like other Grimm and had spikes sticking out of their arms, legs and back.

There were eight of them, all snarling and growling at him as they started to circle. "Alright," the hero said, shifting his right weapon into its heavy pistol form and flipping the other around so that he was holding it reverse-grip. "Who's next?"

One of the Beowolves, this one a bit larger than the rest, roared and lunged first. Matt jumped and flipped over the strike, firing rounds into the creature's back as it passed under him and landing in a crouch as it fell face first twitching to the ground.

The pack howled when their comrade fell and attacked as one. The vigilante spun in his crouched position and stabbed his other gunblade into one's gut, using the momentum to spin it around and use it as a shield to block the attack sent by another one. Raising his other weapon and emptied the rest of the clip into it before it could swing again.

Ejecting the clip, his 'clothes' pushing a second one out from his pocket allowing him to slam it into the receiver as the remaining five Grimm regrouped and attacked again. A combination of his reflexes and his spider-sense keeping Matt in one piece as he almost danced around the creatures, shooting one weapon and slashing with the other whenever an opening presented itself.

Two more Beowolves fell when he converted both weapons to gun-form, jamming the now bayonet blades into the lower jaw of a third and firing them at the same time. Reducing the top of the Beowolf's head into a chunky mist before ducking down when another one tried to get him from behind.

Jumping up and spin-kicking the Grimm in the muzzle, gunblade changing into sword-form mid-spin and slashing its throat before he touched down again. The last two creatures growled deeply before lunging as one. Matt back-flipped away, feet hitting a nearby tree and shooting forward, both weapons changing into sword-form as he drove them deep into the two Grimms' chests straight through their hearts.

Silenced rang out through the small clearing, filling Matt with nostalgia from his first encounter with the Grimm two months ago. Pulling the blades free, shaking the blood from them and putting them away, the vigilante turned and began to take his leave when his spider-sense flared again.

Two Ursa lumbered out of the forest in front of him, maws salivating with the possibility of a new kill being before them.

"Christ, what the hell am I? Some kind of Grimm magnet?" he wondered while preparing himself.

A shotgun blast echoed out before either creature could make a move. The Ursa on the left stumbled forward before collapsing in a heap with a hole blasted into its back where the center of its spine was located. The second Ursa turned toward just as a blade slashed through the air taking its head clean off its shoulders.

Watching the two Grimm fall, Matt looked past the corpses and saw the teen he had encountered back in the locker room. Spinning his sword on the ring located by the blade guard and ejecting a spent shell while he shook the blood from it.

Luke looked around the clearing at all of the dead Grimm before regarding the vigilante. "Seems that the Grimm are giving you the welcoming treatment." he said laying the now clean blade on his shoulder.

"It seems so." Matt said looking at the dead Ursa. "Guess this makes us partners now, huh?"

The other teen nodded just as the sounds of gunshots could be heard elsewhere in the forest. "Do we have a plan?" Luke asked gripping the hilt of his sword a little tighter.

Looking away from where the shots came from, the vigilante sent out another pulse and found Velvet's location again. She was a little farther away than before, be she was still following along the same path."My girlfriend is out there, and chances are that she's found a partner of her own." Matt said in all seriousness, "We'll find them and head for the temple. There's strength in numbers, and there's no way of telling what else could be out here."

Luke nodded his head again in agreement as they started heading deeper into the Emerald forest. "How will you know where to find her?" he asked curiously.

Matt smirked, his other chuckling in the back of his mind. "I have my ways, trust me." After moving several more feet he turned to his new partner, "Soo...you like sports?"

X

In another section of the forest, Velvet finished pulling one of her Kamas from a now dead Boarbatusk. Two others laid dead not too far away after they had attempted to ambush her minutes ago.

The rabbit-faunus looked toward where the temple was supposed to be and sighed. "I wonder where Matt is." she wondered out loud. Her ears twitched when there was a light rustling in the trees. Looking up, gripping her weapons when she saw someone perched on one of the branches above her head.

Eyes widening when they locked on to the individual, Velvet took a step back as they dropped to the ground in front of her.

**_A/N: I know you're all hating my guts right now for ending it like this, but it just seemed like the perfect place to leave you all wanting more. Initiation will continue in the next chapter and the one following, that's right it's a three-part entry and there's gonna be a lot more asskicking and Grimm killing coming at muzzle velocity. _**

**_Leave your reviews in the box, and I'll see you lot next time!_**


	14. Partners and Allies Pt2

_**A/N: Two within 24 hours, definitely on one hell of a curve here folks. But mostly because I'm gonna take the next day off to recharge a bit before throwing myself right back into it again. Doing my best to take my time with the next few chapters after this one so that things flow smoothly. Though I wanted to make sure that you guys got the next installment right off the bat.**_

_**But for right now, part two of initiation starts right now!**_

_**Disclaimer:...not even gonna say it...**_

Matt kicked off of another tree, propelling himself farther ahead as his tracking ability picked up Velvet's signature not that much farther away. Behind him, Luke was keeping pace easily as they went deeper and deeper into the forest.

After first meeting they had exchanged a few words, getting to know each other on some level since they were now partners before heading off in the direction the vigilante specified.

The swordsman wanted to know more about his new partner, even now after seeing him dispatch so many Grimm at one time with such precision. Compared to their first meeting, he could tell that there was a lot more to the vigilante than he first thought.

But there would be time after they made it through their initiation and he decided to file any questions he might have for later. So far Matt hadn't given him any reason to distrust him, that earned his new partner a little bit to start with. He only hoped that he didn't do anything to jeopardize that since they just teamed up.

He'd hate to _end_ their new partnership.

"How are you so sure that your girlfriend is this way?" he asked more than a little curious as they kept moving.

Matt had already prepared for this question with Toxin's help and answered quickly. "My semblance. Or, more precisely, a part of it. I have the ability of survival for any situation." he said stopping on a branch with Luke right next to him. "Because of this, I have a strong tracking ability, along with heightened reflexes and a sixth sense that warns me about imminent danger."

The other teen nodded, "Impressive. Explains why you were able to slaughter those Grimm so easily on your own."

Smirking back, Matt cracked his neck as he focused on the forest around them. "I've had a lot of practice. And it's beneficial for our situation." sending out another pulse, he was relieved to find Velvet only another hundred yards to their right. "She's this way." he said pointing in the proper direction.

They both took off again, closing the distance quickly and dropping down on to a small path just as two people were coming down it.

Both leaping back and readying weapons as the duo looked their way. The vigilante smiling at them when he recognized the telltale rabbit-ears of his girlfriend. "My _beau lapin_, how are you on this fine day?" he asked casually.

Velvet lowered her Kamas and smiled before running into his waiting arms and hugging him. "Matt! It's good to see you're okay." she leaned back and looked up at him, "I thought you might head toward the temple, so I was moving that way to regroup with you there."

The hero shook his head, "Nope. Decided to come find you first. Everything been good on your end?"

"A few run ins here and there, but nothing too bad." The Faunus looked at the one that had come with him. "Is this your partner?" she asked as he approached them.

Matt nodded and motioned to Luke, "Vel, this is Luke Von Wolf. Luke, this here is Velvet Scarlatina."

Luke smiled at her before reaching his hand out and shaking hers. "You've got a pretty devoted boyfriend here ripping through half the forest looking for you." he said kindly.

Velvet blushed and looked at said boyfriend. "That I do." she looked over her shoulder at the one that had been traveling with her for the last few minutes. "This is my partner, we just met up not too long ago."

Standing a couple of feet back was a young woman with athletic build wearing black sneakers and jeans, a dark-blue cloak covered her head, shoulders and a bit of her arms along with a tactical vest of the same color she was wearing underneath. Across her back was a black, metallic bow with a quiver of arrows situated right next to it. A blade was attached at the end of each arm of the bow which must have been used for close combat.

From under her hood, she had a beautiful face and a pair of cobalt blue eyes that flickered between the two males quickly as though she were determining if they were threats or not. After a few moments she slowly reached up and removed her hood, revealing hair the same shade of blue as her eyes that was done up in a pixie-cut.

This had also revealed two small fox-ears on the top of her head marking her as a Faunus.

She looked toward Velvet before raising her arms and making an array of signals with her hands. Velvet nodded when she was finished, "They're okay. Matt's my boyfriend, you have nothing to worry about."

Matt looked at her questionably before looking back at the other Faunus. His sharp eyes locking on to the portion of flesh on her neck that her cloak didn't cover which showed an angry pink scar that stretched the length of her throat. It clicked then and he realised that the girl couldn't speak due to a past injury and had to resort to a type of sign language to speak with others.

The girl looked at them a moment longer before nodding at Velvet. "Her name is Raine Kobalt." she started to explain. "We both went to Signal and even had a few classes together."

"Nice to meet you Raine." Matt held his hand out to her, but the fox-faunus just looked at the offered limb with narrowed eyes and ignored it. "Okay, not a people person. That's fine." he said not wanting to push the girl if she was that uncomfortable about it.

Raine made more hand signs to Velvet who sighed, "I understand. Just give him a chance." she said almost sadly. The other Faunus shook her head and began moving up the path.

Luke watched the exchange with calculating eyes before looking toward the couple, "She seems...hesitant around humans." he stated calmly.

"I can tell," Matt said seriously. "Does it have anything to do with the scar on her neck?" he asked Velvet who's ears drooped a little.

"She's had...bad experiences with humans in the past. And it does have something to do with that scar, but it's not my place to say. You'll have to ask her yourself, and even then she's hard to earn trust from." she explained. "The only reason we are on such friendly terms is because she saw how I was treated back at Signal."

The vigilante looked at Raine's retreating back, _**"Another challenge to overcome?"**_ asked Toxin.

_"Perhaps. I know that the Faunus can be just as hateful to humans as the other way around. All it takes is that one good person to change their views on at least some of us." _he thought back.

The symbiote sighed, _**"I wish you the best of luck. If the look in her eyes is anything to go by, she won't be as easily turned to the idea of 'good humans' like Velvet was."**_ Taking his other's words to heart, he motioned for Velvet and Luke to follow as they began moving. Catching up with Raine as they headed in the direction that would lead them to the temple and the relics that waited for them.

X

On the cliffs overlooking the Emerald forest, Professor Ozpin stared down at the tablet in his hands. Monitoring the progress of the young huntresses and huntsmen that had been catapulted into the vast landscape nearly half an hour ago.

Behind him, Professor Goodwitch approached with a similar device in hand as she came up and stood next to the headmaster. "Our last pair has been formed, sir." she said waving a couple screens aside that depicted what the cameras within the forest were broadcasting. "Nora Valkarie and Lie Ren. Poor boy, I can't possibly imagine the two of them getting along." she lamented.

"Still," she moved on to another screen showing Jaune walking through the foliage with the red-headed female spartan. "He's probably better off than Ms. Nykos."

Ozpin hummed as he kept his focus on his own tablet. "I don't care what his transcripts say." Goodwitch continued. "That Jaune fellow is not ready for this level of combat." She exited out of the screen and looked out at the forest. "But, I guess we'll find out soon enough."

Pulling up another screen, her eyes roved over the visage of four students already grouped together. "I'm very impressed with these four. They seemed to have already formed a bit of a team on their own even before finding a relic. And it seems Mr. Nolen is leading them. At their current pace, they should reach the temple in a few minutes with the other groups not far behind."

She turned and regarded her boss, "Speaking of which, what did you use as relics this year?" he didn't answer her which made her a bit concerned. "Professor Ozpin?"

The man's focus remained on the device which showed two separate screens. One with Ruby and Weiss arguing with one another as they walked. The other revealing Matt, Luke, Velvet and Raine moving through the trees as a single unit.

He'd been watching the progress of Matt and Ruby specifically. Like the rest they were more than capable of handling what laid in wait within the Emerald forest. But there was more to it than that...so much more.

Ozpin only hoped that they were ready when they both figured that out.

X

_"Dammit, Ozpin couldn't give us a clue or coordinates to where this place was could he?"_ Matt growled in his thoughts as he and his newly formed team continued toward were the temple was supposed to be. _"Then again, I guess it would have been too convenient."_

_**"Too bad we can't webswing, that would cut this little trek down by more than half."**_ said his other. _**"Though I do believe we are still trying to avoid exposure."**_

The vigilante rolled his eyes as he ducked under a low hanging tree branch. Velvet and Luke coming up behind him with their weapons at the ready with Raine bringing up the rear with her bow ready, making sure nothing got up behind them.

Velvet moved up when she felt something stick to her rabbit-ears. Pausing, she reached up and pulled off a white, sticky substance from the appendages that looked very familiar to her. "Spider webs?" she wondered catching the attention of the others.

"Something wrong Vel?" Matt asked looking back at her.

Seeing what she was holding, the group all looked up and was greeted with more webbing covering the trees above them. All interlocking and forming large nets that had already ensnared several birds and smaller creatures.

"I have a bad feeling about this." Luke said tightening his grip on his sword, a sense of foreboding filling him. "A normal spider's web isn't this big...this is something else."

Matt and Velvet shared a look. _"Toxin, anything?"_ the hero asked the symbiote.

Toxin was quiet a moment, _**"Nothing that is an immediate threat, but there is something here."**_ it said spreading out its senses.

"Let's keep moving." the hero said snapping their attention back, "The longer we stay here, the more likely for more Grimm to find us." After giving the area another once over and finding nothing moving in any way, they started moving again. With more caution than before, they trekked farther ahead. The amount of webbing steadily increasing around them.

Each step filling them with more unease as the sounds of nature slowly died off leaving them in a still silence that had them on high alert.

Leading with his gunblades in heavy pistol form, the vigilante approached an opening in the trees covered in a thin sheet of webbing. Cutting it open with his weapons bayonets, he saw that it opened up to a small valley below. And amongst the valley filled with trees was a small structure made of old stones shaped like a large circle. "There's the temple, we're almost there."

The others sighed in relief...then they heard it.

A sharp chittering sound that came from within the trees that surrounded them. Increasing in volume until it seemed to echo all around them from several directions. All four students kept their aim and gaze at the surrounding foliage, standing back to back with one another in a tight circle as they searched for what was making the noise. They didn't have to wait long as multiple forms began to descend from the trees.

Spiders, easily the size of motorcycles lowered to the ground on large webstrands. Their bodies completely black and furry save for the pieces of white bone-armor that grew out of their frames, covering their slanted heads and bodies, decorated with small spikes and red markings.

They also had a few pieces of armor on their thin, long legs around the joints that flexed with them as they touched down on to the ground. Rising up a bit as their eight glowing red eyes zeroed in on potential prey, pincer-like fangs clicking together with a bit of drool oozing down them.

Matt gritted his teeth, _"This is the cruelest case of irony if I ever saw it..."_ he couldn't help but think as he aimed his weapons at two different spiders and keeping his eyes on a third. "Acromantula," Velvet breathed, her eyes darting to every eight-legged Grimm in front of her. "I...I thought they had all been wiped out years ago!"

"Apparently that is not the case," Luke added, teeth barred and pointing the blade/barrel of his sword at the closest Acromantula. His eyes briefly flashing yellow that went unseen by the others. "I count nine. They got us boxed in."

Seeing their opposition, Matt had started formulating a plan as the spider-Grimm chattered amongst each other. Most likely preparing to strike at them. "Velvet," he whispered getting her attention, "Switch to your wands, fire and ice spells. Raine, if you have any arrows with dust abilities do the same thing. Keep them at a distance."

Raine nodded hesitantly, keeping her sharp eyes on her own targets.

"Luke, you and I will handle any that get past the girls' attacks. Don't let them get too close." the swordsman nodded as well as they prepared themselves. Velvet changed her Kamas into their dust-wand forms. The arrow Raine currently had notched glowed with red lines all leading to the head that also started to glow. Luke held his sword at a ready position, left palm resting on the pommel with his right finger lax against the trigger of the blade guard.

Matt shifted his grip on his gunblades. He would have been able to take these things with his powers, but considering the situation he'd have to rely on his wit and his mind to keep him and the other three from becoming lunch. "Pick your targets." he whispered, his group all choosing their first attack point and tensing. "NOW!" he shouted just as the spider-Grimm shrieked and lunged for them.

Velvet's left wand glowed light-blue and began to fire ice attacks from the end, freezing the first Acromantula mid-strike before falling to the ground, legs shattering on impact and leaving it either dead or immobile. Her other wand burst with red energy as a fireball shot forth from the tip, striking a second creature dead center and making it shriek in agony. The flames consuming it and burning its flesh beneath its armor.

Raine's arrow was released the moment Matt spoke, striking a spider-Grimm in the center of its head before detonating. Sending flaming chunks of the creature flying in several directions and knocking a second off balance and allowing her to shoot another arrow directly into one of its many eyes causing it to stagger. A third arrow followed and ended the creature's death throws.

The remaining five Acromantula lunged for the group, but were stopped with a combination of gunfire and sword slashes. Matt and Luke went in two separate directions, the shots from the vigilante's weapons knocking them off balance and allowing his partner to slash with his blade. Removing several long, black legs in a single pass and crippling two of the spider-Grimm.

Blasting one of them in the face with his shotgun blade and spinning it around on his finger to chamber a new round before stabbing it through the head of one that was crippled and finishing it off.

Shifting his weapons into sword-form, Matt slashed them outward and removed the front legs of one of the creatures. Swinging his right-handed blade upward and driving the blade up through the Acromantula's weak underbelly. His spider-sense flared and he backflipped over a lunging spider-Grimm, coming back down and cross slashing both swords and slicing deep grooves in its armor.

Blackened blood oozed from the cuts as the creature managed to scuttle away, spinning around and firing a wide strand of webbing at the vigilante who ducked under it at the last second and sliced it with one of his blades and changing the other back to gun-form.

The sounds of loud gunshots echoed through the forest as the heavy dust rounds managed to punch holes through the armor protecting the spider-Grimm's face and reducing it to a pulpy mass.

Velvet cried out, the last Acromantula managing to ensnare her with its webbing and was attempting to drag her away into the forest.

"I don't think so!" Matt charged across the field, gaining momentum as he sliced the webbing holding his girlfriend and delivering a thundering kick that sent the creature slamming into a boulder with a loud 'crack'.

Emitting a pain-filled screech, the spider-Grimm flailed it's legs in the air as it laid on its back. Two of them visibly broken as it tried to turn itself over.

But Luke was already there, driving his sword into its belly, firing a shotgun blast from within and obliterating its organs making it go still and silent. The red eyes of the creature dimmed and its legs curled in as the life finally left it.

After cutting Velvet free and making sure she was alright, the group did a quick assessment of their situation and was glad none of them received injuries. "So I take it we'll be heading to the temple as quickly as possible now?" Luke asked shaking the blood from the dead Acromantula off his sword, taking the time to load in more rounds from his pack and chambering a fresh one.

"That's a safe assessment." Matt replied reloading his own weapons. "Com'mon, lets get down to the temple and get our relics before anything else can happen." With agreements all around they started off again, the vigilante wrapping his arm around Velvet's shoulders as they made their way down to the old structure.

X

Several minutes after they left, a large, long leg stretched out of the wall of trees surrounding the clearing. A sound resembling an old car engine rumbled through the silence as the limb nudged one of the dead Acromantula nearby.

When the creature didn't move, the noise became a nearly deafening as it grew in pitch and intensity. Eight large, glowing red eyes leered out of the trees and seemed to burn like the fires of hell in rage.

A moment later, a bellowing shriek-like roar pierced the air. Frightening any small animals and even Grimm that were in the area as a massive body began to smash and crush its way through the trees after the ones that had killed the spider-Grimm.

X

The group of four had just made it to the temple when they heard the loud bellow back where they had come from. "That...didn't sound good." Velvet said with a slight shiver at how angry it sounded.

Matt narrowed his eyes in the direction they had come before turning to the pedestals that each held a chess piece. Some of the pieces already missing meaning that other teams had passed through here already. "These must be the relics we're suppose to get." he said turning to his partner who had picked up a white bishop.

Showing it to the vigilante, who nodded in agreement with the choice, Luke slipped it into his pants pocket while the girls went over the other pieces.

Raine searched each one carefully and saw Velvet pick up the second white bishop. The two nodding to one another as they put their relic away and turned to the other team.

"Alright, we got what we need. Let's head back incase-"

"Guess we're not alone here afterall." Matt looked up at the one that cut him off and found Yang and Blake making their way down the small hill and approaching the temple.

"Hiya Matt!" the blonde brawler said in excitement. "Hope you guys left us some relics."

The hero motioned behind him, "Plenty to go around, take your pick." Yang grinned and moved to go look at the pieces, Blake moving up a moment later and sending a nod his way. "Did you guys run into any trouble?" she asked.

Matt shrugged, "We handled it pretty well, how bout you two?"

The raven-haired girl smirked, "Nothing we couldn't handle, it was rather simple really." She looked at the available relics. "Chess pieces?"

"Don't ask, I think it's better if we don't" said the vigilante as Yang picked up one of the white knight pieces.

"Hay Blake! How bout a cute little pony?!" she called out waving the piece in the air.

The hidden Faunus smirked at her partner's enthusiasm. "Sure."

Yang slipped the piece into one of her pockets as she joined the now larger group, "That wasn't too hard."

"Place wasn't that hard to find, and there were hardly that many Grimm out there to slow us down." said Luke crossing his arms over his chest. It was then a loud, girlish scream echoed from somewhere close by.

"...that, was the girliest man-scream I've ever heard in my life." Matt said while Toxin was laughing in the back of his mind. Everyone barely had a chance to comment as another scream came from above them.

Looking up, they were greeted with the sight of a girl wearing red and black falling straight toward them. "HEADS UUUUUUUUUUUPPPPPPPPPPP!"

Velvet reacted quickly, snapping up one of her dust-wands and sending out a burst of white energy that caused a slight glow around the falling form. Slowing her fall and gently lowering her to the ground and keeping her from becoming a bloody smear.

A moment later, another form flew through the air where she just was a moment ago and slammed into a nearby tree. Jaune groaned as he hung upside down from one of the branches. "Uhhh...hi everybody." he said lamely as he hung there.

"Did your sister and that other boy just fall from the sky?" Blake asked Yang who was releaved when Ruby plopped down on the ground next to her.

"I-" Yang was cut off by a loud roar coming from the forest before them. All six of them preparing weapons when they saw an Ursa come stumbling out of the treeline. An explosion ripping from its back as it toppled over.

"Yeeeeeehhhhaaaaaaw!" an orange haired girl shouted in elation as she rolled off the Grimm's back and on to her feet. She looked back at the now dead Ursa and looked sad, "Awww, it's broken." she said making everyone sweatdrop.

The black and pink haired boy that was with her jogged up and leaned against the creature to catch his breath after chasing his partner. "Nora...please...don't ever do that again..." he looked up and blinked when he found the girl gone.

The six other hunters all blinked before looking toward the pedestals to see Nora gazing at a white rook with wide eyes before snatching it up and singing 'I'm queen of the castle' to herself until the boy shouted to her. "Coming Ren!" she called out before skipping toward him.

_**"...That girl's nuts..."**_ Toxin whispered in Matt's head. It's host nodding in silent agreement.

"Did that girl just ride in on an Ursa?" Blake asked not believing what she had seen.

"That's unbelievable-" Luke couldn't finish when a loud screech resounded through the area. A section of trees exploded as a giant black and white scorpion burst from the trees chasing the girl in spartan armor. Its pincers snapping and slashing at her as she expertly dodged them as she sprinted away from it.

"JAUNE!" she called out while trying to keep ahead of the rampaging insect.

Blake tilted her head, "Did she just run here with a Death Stalker on her tail?" she asked in regards to what was happening while Ruby managed to get back to her feet.

Yang growled before exploding with flames surrounding her form. "I CAN'T TAKE IT ANYMORE!" she shouted with her eyes glowing red. "COULD EVERYONE JUST CHILL OUT FOR TWO SECONDS BEFORE SOMETHING CRAZY HAPPENS AGAIN?!"

They could all pretty much hear a clock ticking somewhere before Raine tapped the blonde brawler on the shoulder and pointed up to reveal Weiss dangling from the talon of a large flying Grimm, a Nevermore, as it flew overhead.

"I did tell her to jump." Ruby said uneasily as they all looked on.

"She's gonna fall." said Blake.

"She'll be fine." said the girl in red unconvincingly.

Ren shook his head, "She's falling."

Matt crouched, flexing his legs to leap up and grab the heiress before she hit the ground when Jaune managed to free himself from the tree and jumped in the air to grab her. "Just dropping in?" he asked trying to be suave before slamming into the ground face first with Weiss landing on his back.

"My hero." she said not sounding impressed while she checked her nails.

"...My back..." Jaune groaned.

Velvet went to go help them, she yelped and jumped back when Pyrrha was thrown in their direction and landed in the dirt before them. "Well...everyone's here. Now we can all die together." Yang said sarcastically.

"Not if I can help it!" Ruby exclaimed before charging toward the Death Stalker, her scythe opening in her hand as she met the creature head on and slamming it hard against its hardened carapace.

"What the fuck is she doing!" Matt shouted, wondering if the girl was suicidal going up against an enemy like that alone.

The weapon rebounded off and sent the cloaked girl crashing to the ground. Staggering to her feet, Ruby spun around and fired a sniper round at the Death Stalker's face only for it to deflect off of its dense armor as she started to run from it.

"Ruby!" Yang shouted running to help her sister. The loud shriek of the Nevermore that had passed by could be heard as it came back around. Flapping its powerful wings and sending a barrage of feathers toward the ground like spears and piercing the back of Ruby's cloak and pinning her there.

The rest of the feathers blocked off Yang and the rest of the large group as they tried to assist the now vulnerable 15-year-old. "Ruby get out of there!" her sister shouted trying to get through to her.

"I'm trying!" Ruby called back trying to free her cloak, pausing when a shadow loomed over her as the Death Stalker closed in, its stinger raising into the air ready to end her life.

"RUBY!" Yang screamed in horror. Weiss at her side preparing her rapier to save her partner when a red blur flew past all of them.

The young girl closed her eyes, ready to accept her fate. Thinking about her sister, father, uncle and all the friends she had made in the last day as the stinger drew closer.

However all thoughts came to an abrupt halt when a loud 'boom!' shook the air around her followed swiftly by a screech of pain. Chancing a look, Ruby cracked a silver eye open to see Matt standing in front of her, fist outstretched as he faced the Death Stalker that was now sporting a small dent and a couple of cracks on the face part of its armor between its eyes.

The vigilante glared at the creature with a look that would have killed it where it stood if he had the ability. "Why don't you pick on someone your own size, you bug bastard!" he shouted at it while crouching low to the ground.

Snapping its pincers, the Death Stalker shrieked at its current challenger and charged. Matt clenched his fists and met the creature head on.

Nothing was going to hurt his friends on his watch.

_**A/N: And boom! That just happened! I know I kinda ripped the name for the spider-grimm off of Harry Potter, but I really couldn't figure out a good name to go with them and Acromantula just kind of fit the profile.**_

_**Like I said up top, I'm taking the next day off to collect my thoughts, but the next installment will be here within the next couple of days. And for those that know my habit of breaking off on fics, I will not let that happen until this one is finished. So don't freak out.**_

_**Drop a review and tell me what you think! See ya next time guys!**_


	15. A League of Their Own

_**A/N:...I couldn't do it. I just couldn't do it. After leaving things the way they were in the last chapter I just had to finish the final part in the initiation portion of the story. So with a lot of mental strain, and a good amount of caffeine, I'm able to bring you the conclusion of Beacon's initiation!**_

_**Strap yourselves in boys and girls...it's gonna get bumpy!**_

_**Disclaimer:...don't ask, don't tell.**_

Everyone in attendance couldn't help but stand there gobsmacked, anyone in their right mind would be after seeing someone literally punch a Death Stalker in the face and sending it staggering back in pain.

The only one not surprised by this sudden turn of events was Velvet who couldn't help but smile at Matt's heroics. Even when he was keeping his real powers a secret, he was still very much the hero that she had come to know and respect. As well as the one she started a relationship with.

Ruby's mouth was hanging low, her trapped cloak forgotten as she stared at Matt's back while he charged head long at the giant scorpion. Dodging expertly around its massive pincers while firing his weapons into its hide. "How is he doing that?" she wondered as the vigilante flipped over the Death Stalker's stinger and drove one of his gunblades into one of its many eyes.

The large Grimm let out an ear-splitting screech as the blade drove in deeper, spilling red/black blood on its white bone armor. Matt pulled the weapon free and leapt off of the creature's back, landing several feet away as it overcame its pain and came after him.

_"Alright, it's big, ugly, and strong. But it has to have a weakness..."_ he thought as the Death Stalker drew in closer. The sound of the Nevermore that had nearly skeward Ruby could be heard somewhere in the distance making him grit his teeth. _"Don't have time to take it down with that over grown crow having the advantage."_

_**"Why not freeze it?"**_ offered Toxin. _**"It may not be in our nature to run, but staying and fighting giant Grimm may not be beneficial for everyone's health."**_

Matt couldn't help but agree, sure he might be able to take them with his and Toxin's abilities. But the others would be sitting ducks...this needed to end and fast.

Reaching into one of his 'pockets', the vigilante produced a pale-blue colored dust crystal. Thankful that he had decided to stock up on a couple of the power sources before coming to Beacon.

Watching the rampaging Death Stalker get in closer, he timed his throw just right before hurling the crystal through the air. The solidified dust landing right in front of the Grimm as it was about to pass over it. Matt raised his gunblade in heavy pistol form and took aim.

"Hay asshole..._Freeze!_" he fired the weapon, the round striking the crystal and causing it to explode in a white and blue cloud of ice and snow. The temperature around the creature dropping below zero in seconds, and as the cloud started to clear up it revealed the Death Stalker trapped in a large wall of ice. Its head, pincers and stinger showing through the side Matt was on, its legs digging into the ground on the other end as it tried to pull itself free.

Seeing the threat neutralized for the time being, the vigilante started to make his way back toward the others. _**"That last line...completely worn out and lame."**_ the symbiote said making Matt sweatdrop.

_"Hay! It sounded pretty good at the time!"_ he thought back indignantly.

Toxin sighed, _**"I would have stopped you sooner when I saw it in your thoughts...but I had hopes you'd think better of it. Oh how wrong I was..."**_

Cutting the mental link before he got too frustrated with his other. Matt headed over to Ruby who was finished being freed by her sister who was now hugging her so sightly she was turning blue. "I'm so glad you're okay!" she exclaimed almost in tears.

Releasing her baby sister, Yang turned to Matt and wrapped him in a similar hug. The hero being lucky enough for his enhanced strength to endure it as well as he did, "Thank you, for saving Ruby." she said into his chest.

"It was nothing, really." he replied trying to play it off when the blonde released him.

"Nothing?!" Ruby exclaimed in shock, "You PUNCHED a Death Stalker! In the FACE!" she started jumping up and down in excitement. "That was sooooo beyond awesome! How did you do that?!"

Matt shrugged, "Trade secret." his expression turned serious and the younger girl stopped what she was doing almost immediately. "What the hell was that back there?!" he demanded. "You could have gotten yourself killed taking on an opponent like that solo! What in god's name were you thinking Ruby?!"

Ruby looked at her feet, face now read as she tried to look small, "I...I just wanted to prove that I could do this..." she whimpered with her eyes filling up with tears.

Feeling her distress, the vigilante sighed and knelt down so that they were almost at eye level. Tilting her head up to look at him before he spoke. "There's a reason Ozpin sent us out here with the intention of us finding partners, Ruby." he stated calmly. "Even the greatest of warriors never won a conflict on their own, they always had one person, or many people, watching their backs. Asking for help, or even relying on others to help you, isn't weakness. In fact, it makes you stronger as a person. Because in accepting the fact you need someone to help you out, your proving yourself to be human."

He smiled at her, "We all have flaws. That's why we need people there to help us overcome them and get better. Teamwork, that's the goal out here. Because we all complete something that another is lacking, and with that we can overcome any obstacle."

The 15-year-old was floored, as was Yang and Weiss who had just walked up to them. The heiress looking at the ground and going over Matt's words before nodding to herself and approaching her partner.

Ruby looked up and stiffened when the white-haired girl got closer. "Weiss...I-"

Weiss held up her hand silencing her. "You are so childish. And dimwitted, and hyperactive, and don't even get me started on your fighting style." her face softened a bit, "And...I suppose, I can be a bit...difficult. But Matt's right. If we're going to do this, we going to have to do this together."

The heiress straightened herself, "So if you try not to show off, I'll be nicer. Deal?"

Ruby smiled and nodded, finally feeling like she was on even ground with her partner. Matt smiled at the duo before the distant call of the Nevermore broke his thoughts. "Not to break up this golden moment, but that Nevermore is circling again. We need to move, now!"

The three girls nodded as they all ran back to the temple where the others were waiting for them. "Guys, that thing's coming back. What are we gonna do?" asked Jaune a bit nervously.

"Our objective is here, there isn't any point in throwing ourselves at that thing if we can avoid it." Luke said while his sharp eyes remained on the sky.

"He's right, let's just grab our artifacts and head back to the cliffs." agreed Ruby, Weiss nodding toward her at her choice.

Jaune scratched his head, "Run and live, that's an idea I can get behind." He and the red cloaked girl each grabbed one of the chess pieces of their teams before they all grouped together.

"Time we left." said Ren with Nora skipping beside him. "There won't be much time when that-" he paused when a loud crash was heard from the forest on their left. Several trees were knocked over sending birds flying in all directions.

"Oh great, what is it now?" said Yang as the students all prepared their weapons.

The treeline ahead of them exploded, splinters and debris from destroyed foliage raining down around them as they looked at the perpetrator. Their faces draining of color as they looked up at what was revealed. Save for Matt who narrowed his eyes.

Standing before them, on eight legs that could have been mistaken for tree trunks, was an Acromantula that was easily as big as a bus if not bigger. The bone armor that covered it went over several spots that had been vulnerable to the smaller ones that had been encountered before and had a large number of spikes that stretched in all directions.

The eight, piercing red eyes seemed to glow with fury as they all centered on the future huntsmen and huntresses that were before it. Its razor-sharp tusks clicking together loudly as it hissed, saliva spraying from its maw that was filled with teeth.

"W-WHAT THE HELL IS THAT?!" Jaune screamed, sword shaking in his hands while looking upon the creature.

"G-Gigamantula..." Velvet said with her voice shaking. "The little ones we killed before...must have been her babies!"

The now named Gigamantula reared back on its hindlegs and let loose a a screech-like roar before charging toward the gathered students.

"EVERYBODY FALL BACK!" Matt shouted as he opened fire on the enormous spider-Grimm. Ren, Luke, Nora, Yang, Raine and Pyrrah all doing the same while the others ran for the top of the hill behind them. The Gigamantula crossed her front legs, the bone armor on her limbs stopping the rounds from hitting her face but distracting her long enough for the teens to chase after their comrades.

On the other side of the field, the ice wall containing the Death Stalker shattered and the scorpion was now free. Clicking its pincers, it watched the students running and went after them. The Gigamantula looked at its fellow insectoid-Grimm, the two snapping and hissing at one another before they both began going after the ones that had attacked them, the Nevermore bellowing above as it gave chase from the sky.

X

The twelve future huntsmen and huntresses ran as quickly as their legs would allow, breaking from the line of trees and finding themselves moving toward and even bigger temple than the one they had been at before.

Above, the Nevermore swooped ahead and perched itself on an old pillar blocking the cliffs. The group all split up, ducking for cover behind various walls and pillars to avoid detection as they thought of a strategy. "Well that's great." Yang muttered to Ruby as the avian-Grimm shrieked down at their location.

The sound of trees being knocked over caught their attention as the Death Stalker and the Gigamantula burst forth and began scuttling toward them. "Oh man, RUN!" Jaune shouted as they all got moving again.

Raine fired arrow after arrow at the two large Grimm on the ground, doing her best to aim for the eyes as they made a break for the central structure. The Nevermore took flight and began to hover overhead.

"Nora! Distract it!" Ren called out. The orange haired girl leapt over a barrage of feathers fired her way and pulled out the grenade launcher she had on her back. Shooting at the giant bird and scoring several hits driving it off and giving them an opening.

The Death Stalker came up behind her, but several flashes went through the air as Blake, Ren and Luke carved their weapons along its carapace. The Gigamantula came next, but was stopped when running headfirst into a large white glyph that appeared before it.

Weiss kept the glyph in place while Matt fired his heavy pistols and Velvet launched a barrage of fire spells from her dust-wands. Raine sprinted through and grabbed Nora, getting her out of danger before they all bolted after them.

_**"This won't work!" **_Toxin said in its hosts mind. _**"The creatures will box you all in and pick you off! You need a better strategy!"**_

Matt cranked his brain for an answer when one came to him almost instantly. _"Divide and conquer!"_ He skid to a stop and turned to face the spider-Grimm. "Vel! Luke! Raine! On me! Lead this bitch away from the others!" The other three nodded to him as they all fired on the Gigamantula. The creature screeching as it began to chase the group of four and leaving the Death Stalker to chase the others toward a bridge that hung over a wide revene.

The team ran through a small archway, the spider-Grimm on their heels as she smashed through the old stone. Rising up on her hind legs and firing a large strand of webbing in their direction. Luke looked back and saw the danger, focusing his aura as the world around him turned black and white, time slowing to a crawl when he activated his semblance.

Preparing his sword knowing he had limited time, he charged toward the coming strand and began hacking and slashing it all the way back to the point of origin. Driving the blade into the Gigamantula's exposed thorax and firing round after round through the barrel directly into its body.

When time returned to normal, the spider-Grimm screamed in agony as it dropped back down on all eight legs and scuttled back. Velvet and Raine each raised their weapons, firing ice spells/arrows that struck two of the creature's legs and freezing them to the ground, giving their team precious time to plan while it tried to free itself.

"We can't kill this thing conventionally, our weapons aren't big enough." Luke said cocking the ring on his sword.

"Maybe it's not about weapons." the other three all looked to Matt who was looking at a cliff with a broken bridge that was roughly a hundred yards from where they were standing. "We force her out there," he said pointing at the damaged bridge. "Destroy the supports, and she'll fall into the revene."

Velvet looked back at the Gigamantula as it freed one of its legs and was working on the other. "How will we get her out there?"

The last bit of ice broke away and the spider-Grimm screeched in fury as it started after them again. "Won't be hard." the vigilante stated. "MOVE!" They all ran toward the broken bridge, leading the creature toward what they hoped would be her death.

Firing on her with everything they had as they reached the halfway point. "Vel, you and Raine get into position! You two will have to knock out the supports!" Matt called out as he and Luke kept the Gigamantula's attention solely on them.

The rabbit-faunus looked worried, but steeled her resolve as she grabbed her partner by the arm. Using a quick spell to propel them away and toward a raised platform that gave them both a good view of both the bridge and the boys.

Luke rolled, avoiding a large leg from knocking him away and getting to his feet to slash a few deep marks on the armor covering it. "This plan of yours better work, or we're all going down." he said to his partner while dodging another swipe.

Matt reloaded his weapons and glared up at the spider-Grimm. Taking careful aim and firing both at the same time, scoring two hits and destroying two of the glowing red eyes that had been focused on them.

Screeching to the heavens in pain, the Gigamantula reared back and rose a little higher on her legs giving the duo an opening. Both of them sprinting across the field and under the creature, firing rounds into her exposed underbelly as they passed through and came out the other side. Putting some distance between them at it before turning around and seeing her turn as well and glaring at them with her six remaining eyes.

"Now, everyone drive her back!" he shouted as all four of them let loose. The vigilante and his partner shooting every round they had, Raine firing a combination of explosive and regular arrows, and Velvet conjuring clouds above them and having lightning bolts raining down on the spider-Grimm's back.

The Gigamantula covered herself as best she could, moving back one step at a time as the onslaught continued to hit her. When she reached the cliff before the bridge she stopped, and no matter how hard they hit her she wouldn't budge.

"Dammit!" Matt cursed as he emptied his gunblades again. "Guess we'll have to do this the hard way." sheathing his weapons, he clenched his fists and prepared to use everything he had to send the creature over the edge. "Ready partner?" he asked as he felt his enhanced strength from Toxin flowing through him.

His response was silence. "Luke?" he looked at the other teen and saw him putting his own weapon away. Closing his eyes as his aura started to flare around him.

Matt watched in surprise as his partner started to change. Muscles bulging out while claws started growing from the tips of his fingers and ending in sharp points. His canines elongated into fangs, his black hair turning several shades lighter with a pair of wolf ears the same color poked out from amongst the locks. When he opened his eyes, they were no longer the blue he originally had, now they were a pale yellow that seemed to emit a soft glow.

"Ready." he growled ferally as he crouched down in pounce-like position. Arms at his sides with his claws stretched out and ready.

Shaking off his partner's sudden change, the vigilante turned toward the spider-Grimm as she slowly lowered her front legs and exposed her face. "Now!" the two bolted forward, the swordsman's new appearance not the only thing to have changed as he kept pace with the symbiote host very easily, both of them closing the gap between them and their target in seconds.

Seeing her prey approaching fast, the Gigamantula screeched before letting loose a stream of webbing from her mouth. The duo leaping over and sliding beneath it before coming up and going on the attack. Luke's new claws slashing and racking against bone armor and exposed flesh alike with lightning quickness while Matt slammed his fists with all his enhanced strength into the creature's carapace.

With the two attacking from different angles and hitting hard, the spider-Grimm's legs began to skid back more and more toward the edge of the cliff. One of them leaving the ground and touching down on the stone bridge behind it as she tried to get some distance from the assault.

_"Almost got it! Just a little more!"_ The vigilante ducked under a leg that swung toward his head, leaping up into the air and coming down hard with both feet right on to the Gigamantula's armored leg joint.

The bone covering cracked loudly, along with the bone beneath the creature's flesh as it bellowed in pain. Its leg warping inward at an awkward angle and now useless.

Luke's yellow eyes blazed, drawing his sword as he sprinted toward one of the legs closest to him. The blade flashing through the air as the limb was cleaved in two leaving the spider-Grimm with only six useful legs.

The loss of two of her limbs caused the creature to stumble back unevenly, her thorax crashing into the already damaged bridge and shaking it on its foundation. Blood gushing from the stump its leg had once been as it slid off the cliff and completely on to the platform.

"VELVET, RAINE NOW!" Matt shouted. The girls raised their weapons and fired with everything they had. Fire and explosive spells and arrows striking the already weakened supports of the bridge and destroying them on contact.

The Gigamantula began loosing its footing as the remaining piece of bridge began to collapse. The supports crumbling beneath its feet as the whole structure began to come apart. With one final shriek, the last of the stones gave way an the large Grimm plummeted with them down into the revene. The sound echoing off the canyon walls with its final moments.

A hushed silence fell over that portion of the valley, the team regrouping by the ledge where the Gigamantula had been and peering down where it had fallen. Seeing no sign of life in any form from the foggy air below, they breathed a sigh of relief. "Well...that was...different." Velvet said while loading fresh dust crystal shards into her wands.

"I'd like to see the other teams top that." Matt said smirking. A tap on his shoulder had him looking at Raine who was pointing off into the distance.

The team looked up and saw the Nevermore that had been chasing them with its tail feathers frozen to the top of a structure on the cliff face. A flash of red and black shot through the air and hooked the avian-Grimm by the neck before dragging it up toward the top of the cliffs.

Not having enough time to screech, the Nevermore's head was sliced clean off when they reached the top. Focusing closer, the vigilante could make out that the black and red form had been Ruby. The 15-year-old now standing at the edge of the cliff with her scythe-rifle at her side and a cloud of rose petals drifting off of her cloak.

_**"...You, my host, just got served."**_ Toxin cackled in the back of his mind. Matt shook his head, but grinned with pride seeing the younger girl take down an opponent like that. _"I gotta good feeling she'll go far in this place."_ he thought, his other agreeing with him as he turned to his team.

"Let's get back with the others and get the hell out of here. I think this counts as a job well done." Agreements were met all around as they started back they way they came. The vigilante paused when he saw his partner suddenly stop, falling to one knee and gripping his head while grunting in pain.

"Luke? You alright man?" he asked jogging over to his partner and kneeling next to him. The swordsman's appearance slowly started changing back to his original form, sweat dripping down from his forehead as he breathed a bit heavily.

"I'm...fine..." he breathed out after a few moments. "That form just...takes a bit out of me..."

Matt took one of his arms and slung it over his shoulder, helping his partner stand as they started moving slowly forward. "What was that?" he couldn't help but ask, curious about the other teen's transformation.

Luke was silent before taking a deep breath. "I'm half Faunus. My mother was a human. Whenever I focus hard enough, or get angry enough, I change into a more animalistic form. I become faster, stronger, and my senses all become heightened beyond what they are now. But the longer I'm in that state..." he hesitated.

"The longer I'm in that state...the more likely I am to lose control. My more primal side takes over and I become something else entirely. I've been trying to gain a better reign on it over the years, but I've only managed so much."

Nodding, the hero glanced at the swordsman, "So it's a last ditch effort kind of thing. Hit your opponent hard and fast and change back before the beast takes ahold." He got a nod in return. _"Sounds like us in our berserk-form, doesn't it?"_

_**"It does. Though we've learned to get a better handle on it since you and I work as a team."**_ replied Toxin. _**"I doubt him and his 'inner beast' have a similar partnership."**_

Focusing on the here and now, Matt filed away the new information about his partner for later as his group saw the other students gathering together. Several waving to them as they began making their way back toward the cliffs where they had started.

Many talking about the defeat of the three large Grimm and how they were taken down while at the same time wondering what was going to happen next.

X

Several hours later, all the students that had completed the initiation stood together on a large stage. The rest of the student body gathered in the large auditorium and looked on as Professor Ozpin stood at the front by a microphone as he addressed all in attendance regarding the new hunters' success after watching their exploits on the many large screens around them.

"Russell Thrush, Cardin Winchester, Dove Bronzewing, and Sky Lark. You four received the black bishop pieces. From this day forward you will be working as team **C**a**RD**na**L**. Led by, Cardin Winchester." the crowd applauded as the newly appointed team stood proud.

The headmaster turned to the next team on the stage. "Jaune Arc, Lie Ren, Pyrrah Nykos, and Nora Valkyrie. The four of you retrieved the white rook pieces. From this day forward you will work together as team **J**u**N**i**P**e**R**. Led by, Jaune Arc."

Jaune paled, "Huh?...led by?" he asked while the team congratulated him. Ozpin nodded, "Congratulations, young man." Pyrrah punched Jaune in the arm and he toppled over not expecting it.

Ruby, Yang, Blake and Weiss came next. "Next we have Blake Belladonna, Ruby Rose, Weiss Schnee and Yang Xiao Long. The four of you retrieved the white knight pieces. From this day forward you will be working together as team **RWBY**. Led by, Ruby Rose."

Ruby stood stunned just before Yang glomped on to her, "I'm so proud of you!" she shouted over the applause.

When everything was said and done, Matt and his group stepped up next. "And lastly." Ozpin began. "Matthew Nolen, Raine Kobalt, Velvet Scarlatina and Luke Von Wolf. You four collected the white bishop pieces. From this day forward you will be known as...team **M**a**RV**e**L**. Led by, Matthew Nolen."

Matt couldn't help but grin, Velvet running into his arms and kissing him in front of everyone in excitement. Luke grinned as well while Raine smiled softly at their success.

The vigilante broke the kiss with his girlfriend and held her to him while looking at Ozpin. The man looking back with a knowing glint in his eyes as the new teams stood together. "Looks like things are shaping up to be an interesting year." the headmaster said before putting the ceremony to a close and sending everyone off to their designated dorm rooms.

The newly formed teams RWBY, JNPR and MRVL walked together through the housing wing of the school. Stopping by the doors that led into their rooms and giving each other tired good nights before turning in for the evening.

Entering the dorm that was down the hall from the other two teams, who were across the hall from one another, Matt flicked the lights on revealing a rather large room. Furnished with only four beds, a couple book shelfs,dressers, desks and two bedside tables. There were also two closets on the far wall next to a door that led to a decent sized bathroom with two showers, one sink and one toilet.

Finding all of their luggage already in the room, the team spread out and started getting ready for bed. "I'm pretty sure the girls get first dibs on the bathroom." Matt said looking at Velvet and Raine, "After you, ladies."

Velvet giggled as she got her sleep wear and ventured in first followed shortly by the blue haired fox-faunus.

Looking at their arrangements, Matt went to the closest bed and pushed it over until it was in the farthest corner. The foot end facing the door as he moved his duffel bag over and dropped it next to it.

Luke had a similar idea as he moved one of the other beds to the corner diagonally across from his partner. Both of them doing the same to the girls' beds so that they didn't have too and they could maximize space in the dorm room.

"We can figure out where everything else goes tomorrow." said the hero as he went through his bag. He didn't need clothes since Toxin could become anything he wanted, but he needed to make it look convincing or his team would get suspicious.

After several minutes the bathroom door opened and Velvet stepped out in her sleepwear. Raine behind her wearing a dark blue tank-top and light blue shorts as they picked out their own beds while the boys got their turn to bathe and change.

Keeping his back turned and waiting for Luke to jump in his shower first, Matt receded his 'clothes' into his skin before stepping into the hot stream. Feeling what little aches he felt slowly fade into nothing as he breathed slowly.

_**"Hell of a day, huh?"**_ asked Toxin while its host relaxed.

_"Tomorrow will be even more so...classes starting and all."_ Matt replied, but in all honesty he looked forward to the learning experience. Now he could probably feel a little more normal with folks like him all around.

The symbiote snorted at his line of thinking, _**"Pretty sure you're the only one with an alien life form living inside you and granting you super powers. Though, I gotta say you handled yourself pretty well with the bare minimum out there today."**_

The vigilante smirked, _"Thanks, Tox. At least now I know I can hold my own well without my skills as Arachnid. Feels like a perfect chance to really train with just our base abilities."_ He heard Luke turn off his shower, step out and change before leaving the room.

Now alone, Matt switched off his own stream and stepped out. His suit seeping out and covering his body before turning into his sleepwear while he brushed his teeth and left the bathroom. Finding the lights switched off and everyone already in their beds, he moved over to his and slipped beneath the covers and got comfortable.

He may not have been tired like the others, but a good night's sleep sounded pretty good at that moment. Setting his alarm on his scroll and setting it on the windowsill beside his bed, he had just started to get comfortable when he picked up the sound of soft footsteps moving across the carpeted floor.

A moment later his covers were pulled back and a warm, curvy body slipped in and cuddled up next to him. "Vel?" he whispered, looking down to see the rabbit-faunus nuzzling her head in the crook of his neck. Arms wrapping around his torso and legs intertwining with his.

"Is this okay?" she asked with a soft yawn.

Matt smiled and wrapped his arms around her, "I'd never turn you away, _beau lapin_." he said into one of her long ears before kissing her on the forehead. Within seconds they were both fast asleep.

Getting the rest they would need for their first day of classes at Beacon.

X

On the far side of Vale, Roman Torchwick looked over the same map he had been going over the last few months. Listening to a radio with a scowl on his face before slamming it down on the table before him.

Taking out a zippo lighter, he ignited a new cigar and took a long drag on it as a White Fang thug came up behind him wheeling a trolley with a large black trunk.

Reaching into his pocket, he pulled out a small wad of Lien and handed it to the thug. "Open it." he ordered. The grunt nodded and flipped the latches, opening the lid to reveal dozens of dust crystals ranging through all the colors.

But none of them stood out more than the one placed on top in its own special case.

Roman reached out and picked it up, revealing it to be a purple dust crystal that he looked over with very careful eyes. "Just a couple more." he said mostly to himself before looking back at the map.

"We're gonna need more men..."

_**A/N: Alright, show of hands. Who saw most of that coming? Sorry to say I couldn't help myself. MRVL seemed like the perfect name and the symbolism was just too good to pass up. Now with that out of the way, the new team will begin classes at Beacon. And more changes to canon are coming as well...along with a few surprises that will leave you on the edge of your seat wanting more.**_

_**You know what to do my beloved readers! Update will come before you know it!**_


	16. First Day

_**A/N: Another day, another update to send out to the masses. This one took me a bit longer than I had thought. And I'm sad to say, there is only a little bit of action in it and the rest is just dialogue. Though that is what's to be expected with these kinds of stories I'm afraid.**_

_**For now, I won't bore you with any details.**_

_**Disclaimer: I own nothing**_

He was having a good dream. Him and Velvet walking hand in hand through central park enjoying the sights and sounds around them in peaceful bliss when it was all shattered by the sound of a whistle being blown loudly down the hall.

Matt's eyes sprang open from the noise and looked around for the source before he realized it wasn't coming from his room. Velvet woke up as well, the sound a bit louder with her sensitive hearing and causing her to sit up slowly.

Luke was already awake, dressed in his school uniform except for the jacket and tie with the sleeves of his shirt rolled to his elbows. The Faunus hybrid cleaning the blade of his O-Katana, Silver Fang, while he sat on his bed. The sound of one of the showers running telling the couple that Raine was up as well and getting ready for their first day.

"Sleep well?" asked the swordsman looking the couple with a slight smirk.

Velvet blushed and burrowed her head in the crook of Matt's neck. The vigilante chuckled, "Always do." he said embracing the rabbit-faunus in his arms a little tighter, making her smile up at him as they both got out of bed and started getting ready.

Raine came out of the bathroom dressed in her own uniform and traded with Velvet. The fox-faunus pulling up the collar of her shirt to the point that her scar was hidden from the world before going over to her bed and sitting silently while cracking open on of the text books they were issued for their up and coming classes.

Looking up from putting some of his things away in his corner of the room, Matt regarded the blue haired girl briefly. Noticing that all of her possessions were already put away and she seemed right at home.

After the events of the previous day, he wanted to get to know the team he would be leading. And Raine was the only one he knew almost nothing about. If they were going to work together, that needed to change. Keeping Velvet's words regarding the other Faunus in mind, he decided to try talking with her.

Class didn't start for two more hours, so this looked to be the perfect time to try and connect.

_**"Remember, she can't speak. Try to keep things simple and brief so she doesn't think your inconsiderate."**_ Toxin instructed.

_"I got this."_ he thought back before addressing the fox-faunus. "Hay Raine," the girl perked up and looked in his direction. "Think classes will be just as stressing as initiation?"

Raine tilted her head, narrowing her eyes slightly before shrugging and going back to her reading. _**"Swing and a miss."**_ said his symbiote. Matt thought of something else, _"Okay, maybe another tactic."_

"You know that was some pretty good shooting you did yesterday." he said getting her attention again. "I had a friend back home who favored the bow and arrow. You guys would probably get along great."

The fox-faunus tensed a moment, shaking herself and went back to the book. Seeming to ignore his words and attempts at trying to be friendly. _**"Strike two."**_ Toxin commented. The vigilante looked over at Luke who looked back and just shrugged.

The bathroom door opened and Velvet stepped out wearing her own uniform. Sensing the slight tension in the room she looked at her team mates wondering what she had missed. "Is everything okay?" she asked looking from each of them.

Raine snapped her text book closed before standing up and heading toward the door. Grabbing a messanger bag with her supplies before leaving the room. Luke set his sword aside and grabbed his own bag, "I'll see you guys at breakfast." he sent his partner a meaningful look as he disappeared through the doorway after their team mate.

Now alone, Velvet turned to Matt who had shifted his sleep wear into a school uniform. "Matt? Did something happen?" she asked wanting to know what had happened.

"I tried talking to Raine." he said running a hand through his hair. "It...didn't go well. And at this point I can imagine that things aren't easy for her. I mean, if humans treated her bad, and now she has a human for a leader in her team...it must be uncomfortable for her. I just wanted to try and break the ice."

He felt a pair of arms wrap around his left one, looking down to see his girlfriend smiling reassuringly back at him. "She'll come around. Just give her some time. She just needs to see the sweet, caring man that I've come to know."

The vigilante sighed, "I hope you're right. This team just formed, I don't want there to be animosity amongst us if we're going to be working together for the next four years."

"Everything will work out, Matt. But for now we should meet up with our partners before class starts." said the rabbit-faunus.

Matt smiled, "And here I thought I was supposed to be the leader." Velvet giggled as they walked hand in hand out of the dorm and down the hall toward the cafeteria.

X

Breakfast was a small affair. Everyone on team MRVL just sitting in silence and enjoying the good food provided by the school. Finishing up rather quickly and getting to their first class of the day, Grimm Studies, with 15 minutes left to spare. Taking their seats in one of the middle rows while the rest of the first year students filed in. Matt and Velvet sitting side by side with Luke on Matt's left and Raine on Velvet's right.

Teams RWBY and JNPR trailing in just as the bell rang, each one looking like they had been running a marathon. _"Wonder what kept them?"_ the hero wondered as Professor Port entered the large classroom and took his place standing behind his desk in front of several diagrams of different kinds of Grimm.

"Monsters, demons, prowlers of the night." he began. "Yes, the creatures of Grimm have many names. But I merely refer to them as prey." he gave a laugh but was met with the chirping of crickets from the gathered students.

"And you shall too after graduating from this prestigious academy." Professor Port continued unhindered. "Now, as I was saying. Vale, along with the other three kingdoms, are safe havens from the otherwise treacherous world. Our planet it absolutely teaming with creatures that would love nothing more than to tear you to pieces. And that's where we come in."

_"Okay...he's losing me..."_ Matt thought as the teacher seemed to drag on in his introduction of the course, before going into a story about his youth when he started out as a huntsman.

Even though he was mostly a model student back home, the vigilante found it hard to focus as the professor continued to lose the whole class. Granted, he picked up the subtle undertones in the tale and the values that would go into becoming a hunter and jotted them down just to be sure.

"The moral of this story," Professor Port said wrapping things up. "A true huntsman must be honorable, dependable, strategic, well educated, and wise. So who among you believes to be the embodiment of these traits?"

"I DO SIR!" everyone's attention went down to Weiss who had her hand raised. Her face looking several shades passed irritated.

"Well then, let's find out." the professor said as a cage was wheeled into the room. "Step forward, and face your opponent."

_**"I'm starting to like his teaching style."**_ Toxin commented as the heiress left the room and came back in her combat attire. Weapon in hand as she prepared to fight whatever Grimm Port had in the cage.

The other members of her team cheering her on as the professor approached the lock for the cage. "Now, let the match...begin!" he took his Blunderaxe and shattered the lock, allowing a Boarbatusk to come shooting out and nearly spearing her with its tusks.

The fight lasted only a few minutes, a few close calls had the heiress on the ropes more than once. But in the end she managed to out maneuver the Grimm and drive her rapier into its weakened belly and killing it.

"Bravo! Bravo! We seem to be in the presence of a true huntress in the making." Professor Port said as Weiss went back to her seat and sat down without saying a word. "As you can see, each Grimm is capable of attacking in very unique, and even surprising ways. As future hunters, you must always be vigilant if you wish to succeed...and survive any hunts you may find yourselves on."

The teacher looked over in team MRVL's direction, "There are even instances where you will encounter creatures that are uncommon and even surprising. Mr. Nolen," he said looking directly at Matt. "Your team encountered a very uncommon Grimm during your initiation. The Acromantula. Then later did battle against their mother, a Gigamantula. Can you explain your team's strategy while facing these beasts?"

Matt looked at his team before addressing the professor, "When we went up against the Acromantula, we needed to make sure that all of our weak-points were covered. Luke and I were adept at close range combat while Velvet and Raine were perfect for long range. While my partner and I dealt with those that got in close, the girls would pick them off from a distance. Either killing them or making sure that they didn't surround us."

Port nodded, "Excellent tactic. How did you locate their weak points?"

"It was pretty much the same weakness like on normal insects." the hero said with a slight shrug. "Their limbs. Although strong enough to support them, losing one or more will cripple them to the point of leaving them vulnerable or unable to fight. We had also found that the Acromantula were weak on their stomachs, most of their armor covering their upper bodies."

"Most impressive deductions." the teacher said with pride. "What of your battle with the Gigamantula? I assume your weapons weren't enough to get through its armor?"

The vigilante shook his head, "No, sir. We found that out almost instantly. And since we couldn't kill it conventionally...we had to improvise. Using what the environment to our advantage instead of just blindly shooting at it."

"We used the same tactic as before. Velvet and Raine covering us from a distance while Luke and I drove it back toward a weakened bridge. Once she was in place, the supports were destroyed and we left gravity to do the rest."

Port clapped his hands, "I must say that was a well thought out plan. You have a brilliant strategic mind, Mr. Nolen, when faced with surprising odds."

Matt smirked, as did Toxin knowing that it was something that they were used to on a pretty much regular basis. The teacher looked over as the carcass of the dead Boarbatusk was removed along with the cage as a new one was brought in. One taller and wider as whatever was inside fought to escape. "I wonder, would you be willing to try you luck here as well?"

Looking at his team, he received nods of encouragement. "Go get 'em, fearless leader." Luke said with a smirk as Matt stood up, removing his 'suit jacket' and 'tie' before making his way down to the front of the room. Velvet smiling his way as he rolled up his 'sleeves' while reaching the bottom of the steps.

"Are you not going to get your weapons or combat gear?" asked Port with a raised eyebrow.

"Nah, need to flex my muscles a bit." came the reply as the teen took a ready stance. Hands at his sides and fists clenched as he waited for his opponent to be released.

The professor nodded, "Very well then. Let the match...Begin!" he sliced the lock off and took a step back as the gate was bashed open. A clawed hand grabbing the edge as a Beowolf skulked out into the open. Its white bone armor shining slightly under the lights of the classroom while it swept its head from side to side. Looking at the students at their desks and growling deep in its throat.

A sharp whistle made its head snap around and face the vigilante. "Yo ugly! Overhere!" he called out as the Beowolf began stalking his way. Claws clicking together as it started gaining speed until it was within a full on charge.

The other students were on the edge of their seats as the Girmm closed the distance in half a second, swipping with its large clawed hand at Matt's head.

Smirking, Matt dropped low causing the the sharp talons to pass over his head as he spun on the ball of his foot and delivered a hard elbow to the creature's exposed midsection. The Beowolf yelped slightly and stumbled back, but the vigilante didn't give it much time to recover as he charged forward himself.

Ducking beneath another swipe, he raised his foot and brought it down on the Grimm's knee with a satisfying crunch. Making it howl in pain as it dropped to a kneeling position where Matt's fist connected hard with its lower jaw and sending it crashing into the cage it had come out of. Shattering the container to pieces on impact.

There was a moment of pause before the remains of the cage erupted, the wounded Beowolf snarling as it attempted to rend the hero once more. But was a lot slower with its broken leg and shattered kneecap.

That was going to cost it.

Another swipe was aimed for Matt's head, but the teen threw an arm out and blocked it. A small grin appearing on his face knowing that he didn't have to hide his strength here as he shot his other arm up and broke the Beowolf's arm at the elbow. Using the damaged limb to hoist himself up and wrap his arms around the creature's neck and slam it to the ground with enough force to crack the marble tiles.

Snarling in his grasp, the Grimm attempted to get some kind of leverage despite its damaged limbs. Matt applied more pressure to his grip, arms flexing as he violently twisted to the side. A loud 'crack!' rang through the room, the Beowolf going still and limp on the floor before it was released.

Pure shock and awe went through the room. Seeing someone overpower a Beowolf with brute strength alone was really something. Then again, several in attendance had seen the footage of the team leader punching a Death Stalker and getting results. This left many of them wondering what else he was capable of.

"Way to go Matt!" Ruby shouted out from the front row. A moment later clapping and cheers could be heard from around the room.

"Indeed, nice work Mr. Nolen." said Professor Port clapping his hands. "It has been a long time since I've seen such a feat of strength. Why, not since my own days as a young huntsman."

"Glad I could impress, teach." Matt replied as he made his way back to his desk. Slipping his removed 'clothes' back into place and taking his seat where Velvet held his hand beneath their desks.

The teacher turned from the mess being cleaned up to his students, "I'm afraid this is all the time we have for today, students. Do the assigned reading and I'll be seeing you all again soon. Class dismissed."

Everyone stood up and began to file out of the room toward their next course. "A bit eccentric, isn't he?" asked Luke referring to Professor Port. "I have a feeling that he's going to have a new story for every class for the next year."

"It wasn't so bad." Velvet offered as the team continued to walk together. "It may have been somewhat boring during the lecture, but he made some pretty good points about what it means to be a hunter."

Matt nodded in agreement, "I know a guy like him back home. Not nearly as boastful, but he liked to tell stories about his time in battle. Taught me that even though someone talks about the past, you could learn something to help you with your future." His thoughts going to one of the heros he had known not long after he bonded with Toxin.

Steve Rogers may have been the ultimate boy scout, Tony Starks words, but he was a good man with a good heart. And his past experiences in the time he left behind made him an invaluable leader for the Avengers. Like Peter, he was one of the many older heros that Matt looked up to growing up, and one he was glad to know when he became a hero himself.

"You know, you talk like you haven't lived here in Vytal very long. Did you move here from one of the other kingdoms?" asked Luke a little curious as he turned to his partner.

Velvet sent him a small glance in her peripheral vision when he answered. "I moved here a couple months ago. It was a bit of a...sudden move, but so far I don't regret a thing." he sent a smile his girlfriend's way who smiled back.

Luke nodded and regarded the couple a moment, "It's pretty uncommon to see a human/Faunus couple. Most people try to avoid it because all of the prejudice that could effect both."

The vigilante looked at his partner, "Didn't you tell me in the forest that your dad was a Faunus and your mom was a human?"

"Yes, and even they faced their fair share of trouble back before I was born." a look of slight depression passed his eyes.

"You okay man?" Matt asked coming to a stop with the others.

Luke breathed out slowly through his nose, "Mom died after I was born, and I was raised by my dad. But he wasn't what you would call...nurturing." he growled the last part with his eyes flashing yellow a moment before he calmed himself.

Raine put her hand on his arm but he stepped out of her reach before she could. "I'll be fine." he said knowing her intentions.

The vigilante nodded seriously, knowing whatever he had remembered affected him on a pretty bad scale. "If you need to talk, Luke, you know any of us will listen if you need it." Luke nodded to them as they continued on their original path.

The members of team MRVL entered the next class room and took their seats as the professor, Amber Verone, came in and began the lecture.

She stood at about 5'7'' with a slim figure and wore a white blouse and knee-length black skirt. Her dark red-hair fell passed her shoulders in curls and had a pair of jade-green eyes that were behind a pair of oval shaped glasses.

Surprising enough, Professor Verone was also a Faunus. A long red cat-tail poked out of the top of her skirt and was wrapped comfortably around her waist like a belt as she stood before the board and began to write down numbers and letters.

From what Matt could figure out it was a math class that combined the various branches of the subject and rolled them into one course. Back home he was adept in math and found it rather easy.

Luke, Raine and Velvet on either side of him keeping up with the lesson just as easily while a few others around them seemed to struggle to understand some of the problems being laid out for them.

"And if you carry the six, the answer then becomes 72." Professor Verone said as the problem was solved. "Any questions?" she asked as a hand was raised in the back row that belonged to Sky Lark of team CRDL. "Yes, Mr. Lark?"

"What does all of this have to do with hunting Grimm? It seems rather pointless if you ask me." his team mates all chuckling around him in agreement.

The teacher didn't look amused, "The _point_, Mr. Lark, is that math is a basic subject that everyone needs to know in order to survive in the real world. There is so much more to life than simply killing monsters." she moved around her desk and addressed the students as a whole. "Math, history, writing, and even science all have an important impact on our lives. Without these subjects, we would not have the proper knowledge we would require after graduation."

"I like her already." Velvet whispered to Matt who nodded in agreement.

Professor Verone adjusted her glasses, "Now then, are there any other questions?" No one raised a hand. "Very well. Now then, this next problem is rather simple. Would anyone care to answer?"

Only three hands went up, Matt's being one of them as the professor roved over the class. Her eyes settling on Raine which caused the hero's heart to jolt. _"Oh no...does she know about-"_

"Ms. Kobalt? How about you?" the teacher asked kindly.

Raine's head snapped up from her notebook, eyes wide looking like a deer caught in the headlights of a car. She shook her head from side to side saying no but Professor Verone persisted. "Come now dear, it isn't that difficult."

The blue haired fox-faunus gripped her pencil to the point of almost breaking it as she tried to turn the teacher down again. "I would like to answer, ma'am." Velvet said with her hand raised, trying her best to spare her friend any more embarrassment.

"I am very sure, Ms. Scarlatina. Though I was hoping for Ms. Kobalt to have her chance." said the professor before returning her attention to Raine who was sporting red cheeks. She took on a look of concern seeing her student like this, "Are you not feeling well dear?"

Slamming her hands on her desk as she stood up, Raine stormed out of the classroom. Doing her best to hide her red face and the tears streaming down her cheeks as she shoved the doors open and causing them to bang closed when she left.

Matt's heart went out to her as he turned to Professor Verone who looked a little stunned at what had occurred. "She's...physically unable to speak, ma'am." he stated.

"Oh dear." the teacher said feeling horrible. "I wasn't aware of her condition."

"She's likes to keep to herself. Can't say I blame her." the vigilante stood and headed toward the isle where the stairs would take him to the exit as well. "I'll go talk to her." He got a nod from the professor as he headed for the doors.

"How do you like that?" Cardin snorted from his spot. "A mutt with a muzzle, now that's genius." Matt whirled on the leader of CRDL and was about to say something when Ms. Verone beat him to it.

"Congratulations, Mr. Winchester." she said with a very cold tone. "You just broke an academy record by getting detention on the first day." the team all groaned as she turned her attention back to Matt. "Take all the time you need with your team mate, Mr. Nolen."

Nodding his thanks, he left the class room and began to search for his missing team mate.

X

Professor Ozpin sat at his desk, his usual coffee in hand as he went over the reports that were laid out on his desk. After helping to reassure Ruby of her place as leader of team RWBY after her argument with Weiss, he had gone back to his office to finish up on any last minute paperwork before lunch.

A knock was heard at his door and he said for the owner to come in without looking up. Professor Goodwitch entered the room and approached his desk with tablet in hand. "Everything is progressing as scheduled, sir. The teachers have reported no major issues thus far." she said going over her own reports.

The headmaster hummed as he picked up a particular piece of paper he had been hoping to file that day. His associate looked up from her tablet and narrowed her eyes. "You aren't really considering okaying that requisition?"

"It was part of the deal in order for our vigilante friend to join us." Ozpin said writing his name down on the document and setting it aside. "I am a man of my word, Ms. Goodwitch. And I honor my commitments."

Professor Goodwitch sighed, "I just don't think it is wise to allow him to come and go from the campus like this. I can understand his reasons for it, but it goes against many of the rules that are set in place."

Ozpin took a long swig from his mug, "That is indeed true. However, I have a feeling that he would have made a habit out of sneaking out and heading back to the city regardless. At least this way he will have Beacon's support and won't feel the need to stowaway."

Moving her fingers across her tablet, Goodwitch brought up the footage that had been taken from initiation. Mainly the one of Matt when his fist slammed into the Death Stalker's carapace in order to save Ruby.

"His strength is very impressive. I'm surprised he was able to keep his other abilities secret throughout the initiation."

The headmaster nodded, "He is full of surprises. I'm looking forward to seeing what else he is capable of during his time here. Especially now that he is the leader of a team." taking another drink from his coffee, Ozpin continued his work while his associate took her leave.

Turning his attention back to the requisition order with Matt's name on it, his mind wandered to the events that he had observed as well and what the next year promised to bring.

X

It had taken a little while to locate where the runaway fox-faunus had gone, but Matt managed to find her in one of the many gardens that surrounded the various buildings. Sitting on a stone bench with her knees hugged to her chest as she stared sightlessly into the pool of water on the ground before her.

Standing by a tree behind her, the vigilante thought about the best way to approach her. _"This morning was a bit of a disaster, so how can I improve on that?" _

_**"You know how to approach this."**_ Toxin encouraged. _**"Even if she has a fear of humans, she needs someone that she can count on right now."**_

Matt nodded to himself as the symbiote slipped back into his consciousness as he slowly approached Raine as she sat motionless. "Is...this seat taken?" he asked standing next to the bench and motioning to the spot next to her.

The blue-haired girl made no motion at all which he took as an invitation and sat down beside her. The two of them remaining in silence as they looked out at the water.

Peering to his right, the hero saw Raine gently running her hand over her throat where her scar was located. A look of hurt and depression in her eyes as she seemed to drift off into bad memories.

"Raine..." his voice broke her from her thoughts and she glanced over at him. Blinking as if realizing that he was there for the first time.

Her eyes narrowed before she turned away from him and continued to stare forward. Matt sighed knowing that this was going to be difficult. "I know you don't trust humans." he said getting her to turn to him again, albeit slowly. "Velvet told me, back in the Emerald forest, that you had bad experiences with humans in the past. And I can safely guess that your scar is evidence of that."

The silent girl reached up again and touched her throat, stopping herself short and instead hugged her legs again. "I can also guess...that you feel very uncomfortable with the mere idea of a human leading your team given those experiences." he continued, now knowing that he at least had her attention. "We humans have a pretty horrible track record when it comes to how the Faunus have been treated. I really can't blame many for not trusting us."

Raine looked at him with a bit more curiosity hearing the honesty in his tone. "I can make a million excuses for that kind of behavior." he said with a sigh. "Anger, fear, misunderstanding, but that would be sugar coating it. It's straight up bigotry and ignorance. Your people have no right to be treated the way they are just because you're different."

Matt looked at his team mate, "I've seen the looks Velvet and I get when we walk down the street together. A couple whispers here and there. But that will never change how I feel about her and our relationship. She's amazing, and I like everything about her. Ears and all."

He turned to face her completely, "I could tell you that I'm not like those humans that have hurt you. I could say a lot of things. But I know for a fact that you're the type of person that will only believe someone through their actions. So what I am going to say is this."

Taking a deep breath, the vigilante looked into the eyes of the blue-haired mute and spoke with as much conviction and honesty as he could. "If you can give me one chance, to prove to you that I'm worthy of your trust, I will _never_ let you down. I ask this of you, not as your leader, but as another _person_, to give me this chance. Will you allow me this?"

Shock was written all over Raine's face. She had never in her life heard such a declaration before, her gaze roaming all over Matt's face and eyes for any hint of lies or deceit and found absolutely nothing. Her fox-ears twitched as she thought hard on his words. She still have mistrust and avarice toward humanity, but from the short time she had known her new team leader she realized that he didn't seem to be like the ones she had encountered before.

And she could see how happy Velvet was with him. The two of them became somewhat friends back at Signal since they were both bullied harshly and had no one else to rely on. Then it all changed when the rabbit-faunus told her about the human boy that had been staying with her and her family.

At first she was skeptical of the situation, but the more that Velvet talked about him the more she could see the emotions and attachment growing. Then when she told her about starting a relationship with him she got concerned about the outcome.

But now...she was starting to see why her friend was so drawn to him. He didn't lie, he spoke from the heart and was very passionate about his views on things. This much she could tell already.

Raine wanted to accept and give Matt the chance he was asking for, but she needed to be completely sure before she even _thought_ about giving him even a sliver of her trust to prove himself.

Reaching out, she gently clasped both her hands on to one of his and started to concentrate. Her aura flaring slightly as she began to activate her semblance.

For his part, Matt remained completely motionless. Whatever Raine was doing it was something important to her and he didn't want to risk messing whatever it was up. He could see and feel her aura raise a little, a small, soft glow coming from where her hands were holding his as she furrowed her brow in concentration.

Seconds ticked by, and after nearly a minute the glow faded and the fox-faunus opened her eyes. Her expression was calm, but she smiled very slightly. Seeing the confusion on her leader's face, she pulled out a small notepad from her pocket and a pen before writing something down, showing him a moment later.

[My semblance is Empathy. I can read the emotions of those that I touch.] said the note.

Matt smiled back, "You wanted to make sure I was being sincere." he surmised, getting a nod in return as the bluenette began writing again.

[Yes. And you were completely honest with me, thank you. I'm sorry I have been so difficult, I'm just afraid to let others in.]

"I understand. And I won't force you to trust any of us. That's your choice to make and Me, Vel and Luke will respect that until you're ready." said the vigilante.

Biting her lip, Raine began to scribble down another note and show it to her leader.

[I'd be happy to give you a chance, Luke as well. Both of you aren't like other people, and Velvet has told me so much about you. But I'm still a bit scared.]

She reached up and touched her throat, only to jump slightly when another hand gently grasped her wrist and moved it away. Matt smiled at her again, "Scars may remind us that the past is real. But they can also be the symbols for our strength." he spoke sagely. "Even though you don't have a voice, you're still an important part of the team. And I'll do my damnedest to be the best leader I can be for the three of you."

A lone tear trailed down Raine's cheek as she smiled a bit wider. The distant sound of the school's bell going off made their heads snap in the direction of the building close by.

"Well, it's lunch time." he turned back to his team mate. "What do you say we catch up with Vel and Luke, get some grub and figure out a study schedule to keep track of all the work these professors are gonna be cramming into us?"

Wiping her face, the fox-faunus nodded as they both got up and started heading back. Walking side by side through the building and toward the cafeteria where Velvet and Luke could be seen waiting for them. Both smiling when they saw their respected partners returning while holding their forgotten school bags.

Out of the corner of her eye, Raine regarded Matt one last time before the four of them entered the large room and got in line for their lunch. A small bit of confusion going through her that she tried to figure out.

When she used her semblance to sense Matt's emotions...she somehow picked up a second set somewhere within his being. When she tried to tap into it, it seemed to withdraw and vanish completely.

The bluenette had no idea what the anomaly was, but decided not to ask. Her leader had been so open and accepting of her and her secrets, so she would honor his in return.

And maybe he would reveal them to the rest of the team when he was ready also.

X

The first day came to a close several hours later. All the students and their teams heading back to their dorms, some staying up a little later to deal with a little bit of the homework load they had been given while others decided to turn in early to get a jump on the next day.

In team MRVL's room, it was a mix of both. Matt laid on his back, one arm behind his head and the other wrapped around Velvet who was combing through one of the history text books they had received earlier with the aid of a book-light.

Luke was reading his Grimm Studies book by candlelight while Raine was curled up on her bed asleep. The bit of emotional strain she had gone through wearing her out and she was out for the night.

_"Today went pretty well."_ the hero thought as he got comfortable.

_**"Could have been worse."**_ his symbiote agreed, _**"And you have the whole rest of the year to look forward to."**_

Matt just grinned, _"Bring it on. I have a feeling we'll be more than ready for it."_ When the lights finally went out, the team settled in for the night and were asleep in no time at all.

The shattered moon in the sky outside bathing the room in a soft glow as they dreamed.

_**A/N: A bit of team building, a little background to the other two OCs, and a very small sprinkle of action mixed in for added flavor. This is all I got for right now, but there will be some big ass brawls in the near future. So stay vigilant!**_

_**Drop your reviews in my box folks.**_


	17. Zero Tolerance

_**A/N: Writing a whole chapter within a day? That's a whole new level for me at this point. And as we dive back into canon, things are about to become a little more interesting than the way they were before. Though after everything you've all read thus far, I'll let you be the judges.**_

_**Disclaimer: I own nothing.**_

A few weeks had passed since the start of the school year, and things had fallen into a pretty decent routine for all of the 1st year students at Beacon.

For Matt, the ability to simply just go to class, hang out with friends, and continue his education was a breath of much needed fresh air. He and his team were excelling greatly in their studies, and Professor Goodwitch had just started them all on combat practice.

The tournament style dueling allowing the vigilante and his team mates to cut loose and use their skills against other teams in their year. Though, Matt was already getting plenty of chances to cut loose thanks to the permission form he had gotten from Ozpin allowing him to leave school grounds after hours.

He kept it to himself, going out into Vale every Tuesday, Thursday and Saturday night while the others were sleeping so that he could continue his actions as a hero. hitching a ride on service bullheads that restock supplies for the school that leave on those nights.

Thankfully, save for a few muggings the city was still very quiet. And with his appearances both citizens and criminals knew that he was still prowling around at night keeping the peace.

Velvet was the only one, aside from the headmaster and Professor Goodwitch, that knew when he left at night. Making an excuse for him should Luke or Raine discover that he wasn't in the room when they awoke on certain mornings. Her boyfriend always catching up with them just before first period without a hint of fatigue or exhaustion thanks to his symbiote partner.

Even though she worried, the rabbit-Faunus knew that she had nothing to fear with him being out on his own.

On this particular day, teams RWBY, JNPR and MRVL had all gathered together at their usual table for lunch after just getting out of combat practice. Enjoying their free time while Nora spoke about a dream that she had, had.

"So, there we were. In the middle of the night." she said ominously.

"It was day." Ren said at her side while drinking tea.

"We were surrounded by Ursa." the girl continued.

"They were Beowolves." commented her partner.

"Dozens of them!"

"Two of them."

"But they were not match," Nora pressed on ignoring her partner, "And in the end, Ren and I took them down and made a boat load of Lien selling Ursa skin rugs!"

Everyone at the table were in various states of paying attention. Yang, Raine and Matt seemed to be paying the closest attention. Luke and Blake were sitting side by side, each reading a book but were just as focused on the tale. Weiss was busy filing her nails. And Ruby and Pyrrah were busy sending worried glances at Jaune who was sulking and picking aimlessly at his plate.

The leader of JNPR having lost his duel against Cardin Winchester in their last class and was feeling really down on himself.

Ren sighed when Nora finished speaking, "She's been having this recurring dream for nearly a month now." he explained.

"Maybe it means something." Matt said shrugging while leaning back in his seat. "Usually dreams have something to do with a person's subconscious." he looked at the always bubbly girl who was humming a tune to herself. "Makes you wonder..."

The dark haired teen nodded, "Perhaps. Though it's truly hard to tell."

Luke perked up from his reading and looked at the spot next to Matt that was empty. "Where's Velvet? Usually you two are glued at the hip."

"She had a couple of questions for Professor Goodwitch about dust-wand maintenance." replied the vigilante. "She's in line getting her lunch now." he motioned to said line where a familiar pair of rabbit-ears was moving along the other people waiting.

Matt looked back toward his partner who had gone back to his reading. Taking notice of how he and Blake were sitting together. Over the last couple weeks he had noticed the hybrid and the hidden-faunus getting closer. Studying together, going to the library, even just sitting around and talking with one another. Considering that the two of them smiled whenever they would get together, he was beginning to assume that something was growing between them.

And he wasn't the only one. Yang had started taking notice as well and was teasing her partner every once in a while about her and the swordsman when she got the chance.

The hero noticed Blake's amber colored eyes glance Luke's way for a brief moment before going back to the page she was currently reading. _"Oh yeah, there's something there alright."_ he thought while smirking.

_**"I'd be shocked if there wasn't."**_ Toxin added as Matt put a double-chocolate chip cookie in his 'pocket' only to have it vanish from existence almost instantly.

"Jaune, are you okay?" Pyrrah suddenly asked, snapping the blonde out from his stupor.

"Huh? Oh, yeah. Why?" he asked after dropping his fork.

Ruby rubbed her hands a bit, "It's just that you seem a little..._not_ okay."

Jaune waved them off, "Guys, I'm fine. Seriously, look." He gave them a smile that they all knew was fake and exaggerated.

Matt shook his head, "Yeah, not nearly convincing enough there man." The sound of laughing from across the room drew the attention of the whole table and they saw team CRDL at another table across the room.

Jaune looked over at the table and was clenching one of his fists so tightly that the leather squeaked. Pyrrah noticed this and looked at him sadly, "Jaune, Cardin's been picking on you since the first week of school."

"Who? Cardin Winchester?" he asked playing dumb. "Nah, he just likes to mess around. You know, practical jokes." All ten of his friends looked at him like he had grown a second head.

"He's a bully." Ruby said with narrowed eyes.

The leader of JNPR scoffed, "Please. Name one time he's 'bullied' me." he asked using air quotes.

"He knocks your books out of your hands every passing chance he gets." Ren started.

"He activated your shield so that you'd get stuck in the door on your way to class." Yang went next.

"And let's not forget the incident where he shoved you into your own locker and launched you off school grounds." Matt finished, taking a drink from his glass.

"I didn't land that far." Jaune tried to reason with not a lot of conviction behind it.

The vigilante gave him a pointed look, "You landed in the heart of the Emerald forest and my team was assigned to go out and bring you back just as a herd of Ursa were about to make you their chew toy." Laughter came from CRDL's table again making Matt leer in their direction. "There's a word in the dictionary that describes someone like him perfectly."

Weiss stopped working on her nails and looked his way, "And what would that be?"

"He's a fucking asshole." he stated bluntly making about half the table send him shocked looks. "Don't give me those looks. There's no way to sugar coat it with someone like him and his merry band of schmucks. I know their type, punks who think they're better than everyone else who will put down anyone they want to feel superior."

Blake peered over her book, "I've noticed that Cardin seems to avoid you in particular. He's got a bit of fear in his eyes when he sees you coming."

Matt grinned, "Because I kicked the living hell out of him when he was going to Signal."

Ruby and Yang both grinned remembering that day. "Yeah. Him and his friends were picking on Velvet and Matt here stomped all three of them into the ground. It was pretty epic." said Yang.

"He knows not to mess with me. But he still acts like a jerk-off to everyone else." the hero looked to the blonde knight who stared at the table before him.

"Jaune, you know that if you ever need help you just have to ask." Pyrrah tried to reason.

"OH!" Nora exclaimed standing up. "We'll break his legs!" she said with a sinister gleam in her usually innocent eyes.

_**"I'm starting to like the crazy one."**_ Toxin whispered to Matt who chuckled to himself.

Jaune stood up with his tray, "Guys, really, it's fine. Besides, it's not like he's only a jerk to me. He's a jerk to everyone." he looked at the vigilante across the table, "Well...almost everyone."

Matt shook his head at the knight's attempts to play things off and looked up to see Velvet coming back with a tray. He then caught sight of team CRDL watching her and stood up to intercept her.

The rest of the people at his table saw this too and went to stand when he stopped them, "Wait." he said, both Raine and Luke watching along with him while the others looked at them shocked.

"But, Matt! They might-" MRVL's leader waved his hand cutting Blake off. "Just wait." he said with a small smirk as he watched the group of bullies blocked his girlfriend from reaching them.

"Well, if it isn't carrot-breath." Cardin drolled as his team chuckled. "What's a freak like you doing in Beacon anyway? Cast some kind of freaky spell on the staff?"

Velvet narrowed her eyes at the leader of CRDL. "Oh look Cardin, looks like you made her mad." said Sky with a sick grin.

"Where's your boyfriend? Did he finally wise up and decide to dump you and trade up for something better?" Cardin insulted as he leaned down to her height. "Like, maybe, a female Beowolf?" His team laughed even louder.

"You know, I've always wondered if Faunus ears were even real." Dove said leering at Velvet's floppy ears.

Cardin grinned darkly, "Let's find out." he reached out to grab the closest one, his fingers just barely grazing the fur of the appendage-

WHAM!

The bully yelped and dropped to the floor, clutching his testicles after an aura-enhanced kick nailed him dead center. "No one touches my ears but Matt!" Velvet shouted while glaring down at the groaning Cardin.

His team was stunned for a brief moment before closing in on the rabbit-faunus with rage in their eyes. Velvet held her lunch tray in one hand while drawing one of her dust-wands from beneath her leather jacket, pressing the tip to Russell's throat and making them all freeze.

_"And that's our que." _Matt thought while standing with the rest of his team and heading their way.

Cardin staggered to his feet and attempted to burn holes in Velvet's head with his eyes. "You'll regret that you bitch!" he roared throwing a punch blindly at her.

His fist stopped in mid-air by another hand, the bully had a moment to register this before the hand began to squeeze hard to the point where the bones in his hand began to pop.

Matt's gaze would have turned him to stone if they had the power to as he continued to crush the hand in his grasp. Twisting to the side and forcing Cardin back down to his knees as he held his arm with his other hand while grunting in pain.

"Everything going okay, baby?" he asked his girlfriend as he continued to leer into Cardin's now fearful eyes.

Velvet smiled at him, "Everything is fine, I was just on my way to join you." she said keeping her weapon trained on Russell's throat.

Nodding, the vigilante turned to team CRDL who now looked a little scared seeing team MRVL glaring them down and their leader incapacitated. "I think this is the part were you asshats take your leave." Matt said very calmly with a hint of threat in his tone.

Cardin went to say something but the pressure increased so much that his aura strained to keep his whole arm from breaking. "Leave..._Now_." Matt hissed. "And if I catch you coming after my girlfriend again, or _any _of my friends, I'll start removing body parts. And I can assure you, they will be parts you. Will. _Miss_."

Releasing the hand, the bully stumbled back along with his team. Putting as much distance between them and the other team as much as possible. "You'll all regret this." Cardin growled, cradling his arm as he and the rest of CRDL vacated the cafeteria.

The whole room had been silent throughout the exchange, but MRVL paid them no mind as they went back over to their table and sat down. Velvet happily munching on a carrot from the salad she had picked up with Matt's arm around her shoulders.

Nobody could find the words to describe what had just happened, but they all agreed never to get on Matt's bad side. Ever.

Jaune looked at his fellow leader, sighing dejectedly while wondering if he could ever be that brave and that good of a leader.

X

Out of all the classes taught at Beacon Academy, History was by far the most nerve wracking.

Taught by Professor Bartolomew Oobleck, the students were hard pressed to even keep up with the lecture as he shot around the room like a deranged meth-head while talking a mile a second. His green hair spiked in multiple angles and his outfit looking like it has just been hazardously thrown on that morning.

More often then naught, the students would wonder what exactly the professor put in his coffee every day to be more hyper than Nora on a sugar rush.

Todays lesson was about the Faunus Rights War, the front of the classroom was covered in documents and pictures all connected within a web of red strings as Oobleck shot around the room faster than any hero or villan that Matt had ever known.

Listening and taking notes to the best of their abilities, the students followed the professor as me moved and talked at his usual pace.

"Now then." he said finally stopping and taking a long sip from his tenth mug of coffee. "Have any among you have been subjugated or discriminated for your Faunus heritage?"

Velvet looked hesitant at first, but an encouraging nudge from Matt had her raising her hand along with Raine and a couple other Faunus that were in the room. "Dreadful, simply dreadful!" Oobleck said taking another drink. "Remember students, it is precisely this kind of ignorance that breeds violence."

"Now, which one of you young scholars can tell me what many theorists believe was the turning point in the third year of the war?" Weiss' hand went up. "Yes?"

"The battle at Fort Castle." said the heiress.

"Precisely!" the professor said appearing back at the head of the room. "And, who could tell me the advantage the Faunus had over the human forces?"

Jaune, who had been sleeping at his desk, perked up when a paper football connected with the back of his head getting Oobleck's attention. "Mr. Arc! Finally contributing to class!" he said appearing before the blonde. "Excellent! Excellent! What is the answer?"

"Uhh...the...answer..." he racked his brain for something, anything. "The advantage the Faunus had was..." he saw Pyrrah trying to signal him the answer from the other side of the room. "Binoculars!"

There was a brief silence before a large group of people started laughing. Oobleck took another swig from his mug, "Very funny, Mr. Arc. Cardin, perhaps you would like to share your thoughts on the subject."

Cardin was leaning back in his chair with his feet up on the desk, cleaning out his ear with his pinky finger when he responded. "Well, I know it's much easier to train an _animal_ than a soldier."

THUNK!

The leader of CRDL fell out of his chair as a pencil was thrown across the room and stabbed into the center of his desk. All attention turned to Matt who was twirling a new pencil between his fingers with a lazy expression on his face. "Sorry...by finger slipped." he stated casually, causing Velvet to shake her head in amusement.

"Right, well then. Mr. Nolen, I trust you have the right answer." said Oobleck.

Matt nodded, "The answer is night vision. All Faunus are said to have near perfect night vision."

Cardin got back up and glared at the vigilante, "Guess you would know all about that-" a second pencil stabbed into the wall close to his head making him stop mid-sentence.

"History's greatest lesson is to learn from it so we don't repeat it." said Blake from her seat with a slight smirk on her face. "Perhaps you should do the same." The class chuckled at that while the bully growled hatefully at them.

"Take your seat, Mr. Winchester." said the professor taking a sip from his coffee. "I'd prefer if Mr. Nolen doesn't run out of writing utensils due to your crass comments. And Matthew, try to refrain from using said utensils as weaponry."

Jaune chuckled from his spot, but Oobleck appeared before him again. "I want you and Mr. Winchester to see me after class for additional readings." he stated before going back to his teaching. Leaving the blonde groaning in his seat.

Matt couldn't help the look of pity he sent his friend's way. Even after all this time, Jaune seemed to be falling farther and farther behind them when it came to both academics and combat. It often made him wonder what was keeping the blonde back.

When class ended, the vigilante and his team filing out of the room seeing Pyrrah staying behind to wait of Jaune. Sending the spartan a nod, MRVL continued off toward their dorm to switch into their casual clothes. It was Friday, so that meant the weekend and with it no classes until Monday.

"So what's everyone's plan for the weekend?" asked Luke as they turned another corner.

"I've thought about visiting my parents." said Velvet. "The weekly talks are good, but spending some time with them would feel a little better."

Matt nodded, "Think I'll join you. I've got a few errands to run in town anyway, so it would be a good opportunity."

Raine looked at their leader oddly before making signs with her hands. Thankfully the rest of the team learned the language like Velvet had and now knew what she was saying without the use of a pad and pen.

[You seem to run a lot of errands. What is it you do again?]

Expecting this once again, the vigilante just smiled, "It's a freelance kind of job I picked up not long after we started here. Gives me a little extra Lien in my pocket from time to time and I have a little extra study time on the side."

"What kind of freelance work?" Luke asked his partner.

"A few things here and there. Gathering supplies for classes. Helping Professor Port with capturing a couple of Grimm for his lectures. That kind of thing." he lied smoothly.

[Sounds taxing.] Raine signed. [I'm surprised you're not sleeping at your desk like a lot of people are.]

Matt chuckled, "I have a lot stamina, you guys should know that by now."

"I bet Velvet loves that." The team turned and saw Yang leaning against the wall when they turned the next corner where the dorm rooms were located with a Cheshire cat grin on her face.

Velvet was blushing so hard from the innuendo that steam started rising off her head. "Where the hell did you come from?!" Matt shouted trying to keep his own blush down.

The blonde-brawler shrugged, not losing her grin, "I'm like superman, I know when I'm needed." she spun around and headed toward her dorm room. "By the way! Don't forget to use protection! Wouldn't want a bunch of mini-rabbit-faunus running around!"

Matt slammed the palm of his hand to his forehead, Toxin almost literally rolling with laughter inside his head while his girlfriend fainted from the overheating her face was going through. The vigilante catching her and putting her in a bridal carry. "Let's go before this situation gets anymore personal and awkward."

Stifling their own amusement, Raine and Luke followed their leader to their own room.

X

The weekend passed by rather quickly, like it did almost every week, and things were back to business as usual. Matt and Velvet having a good time spending it with Steffan and Leanna and telling them about what was happening at Beacon.

Though as the days went by, Matt started to take notice of something that was completely off.

Jaune was very scarce. Everytime the vigilante had seen him he was either too busy to talk or hanging out with team CRDL. It didn't take a genius to figure out that something was out of the ordinary, and his team along with the rest of JNPR knew that as well.

Pyrrah did her best to try and talk to him, but the blonde just brushed her off and went about his business. This had pissed the girl off to no end and she stopped trying after a while which was causing some internal issues with their team.

After watching this behavior go on for nearly a week, Matt became fed up with it and decided to confront his friend. He got his chance when he just returned back from his Thursday night patrol in Vale.

Landing on a windowsill that led to the hallway outside the dorms. Matt shifted out of his Arachnid costume and into his casual outfit before dropping down before approaching the turn that led to his dorm room. But paused when he heard voices coming from the other side.

"You're a leader now, Jaune. You're not allowed to be a failure." Ruby's voice said in the quiet halls.

"But...what if I'm a failure at being a leader?" Jaune's voice said back sounding defeated.

"Hmm...Nope." came the innocent reply.

The knight chuckled, "You know, you're not the easiest person to talk to about this kind of stuff."

"Nope." Ruby said shaking her head, "Jaune, maybe you were a failure when you were a kid. You might have been a failure the first time we met. But you can't be one now. You know why?"

Jaune scratched his head, "Uhh...because...?"

"Because it's not just about you anymore." the younger teen said honestly. "You've got a team now, Jaune. We both do. And if we fail, then we'll just be bringing them down with us. We have to put our team mates first, and ourselves second."

"You're team deserves a great leader, Jaune." she continued. "And I think that can be you." opening the door to her room, Ruby looked back at the blonde. "Have a good night, Jaune." with that the door closed and the knight was left alone.

Matt couldn't help but smile at the girl's words. _"She's one hell of a speaker when she needs to be."_ he couldn't help but think. He watched Jaune reach for his door handle when his scroll went off.

Looking down, he sighed as he opened it up. 'Hay, it's your buddy Cardin.' The vigilante's eyes narrowed hearing the asshole's voice on the blonde's scroll. 'I know you're probably busy with that dust project I gave you. Buuuuuut, I'm gonna need you to go out and collect a bag of Rapier Wasps. And make sure they got really big stingers. It's important, so don't screw this up.'

Sighing in defeat, Jaune trudged his way up the hall and around the corner...only to be grabbed and dragged the opposite way.

About to cry out in surprise, a hand covered his mouth as he was led up a flight of stairs and up to the roof where he and Pyrrah had met together almost a week ago.

Being released, he found that his captor was Matt who was staring at him with a leveled glare and his arms crossed over his chest. "Matt? Jeez, you almost gave me a heart attack there." the knight said scratching the back of his head. "So, what's up?"

"Cut the bullshit, Arc." the hero said making Jaune flinch at the tone he was using. "I want to know what the hell's going on. Last week Cardin was being his normal asshole self, now you've pretty much become his little bitch. What the hell Jaune?! I thought you had at least a shred of self-respect left!"

The blonde stumbled back from the outburst and regained himself. "It's...It's complicated. You wouldn't understand."

Matt tilted his head and narrowed his eyes, "It's hard for anyone to understand when you avoid your friends, shrug off your partner, and become a doormat." he calmed himself and talked a little more gently. "What happened man? Why are you doing all of this for that loser?"

At first Jaune wanted to tell the other teen off and walk away, but after the exhausting week he had he just couldn't bring himself to care anymore. With a sigh he looked Matt in the face and told him the truth.

He explained how he had forged his way into Beacon, admitting it to Pyrrah only to have Cardin overhear it. And that now unless he did everything CRDL told him to do they would rat him out to Ozpin and he'd be kicked out of the academy.

Listening through his friend's situation, the hero clenched his fists in rage. Cardin, the bastard, was blackmailing his friend and using him like a damn tool so he and his team didn't have to do anything. The fact that the blonde had managed to bullshit his way into a school like this was damn impressive by many standards, immoral or not. But this wasn't right.

"Why didn't you tell any of us? We could have helped you a lot sooner?" Matt asked trying to understand.

"I didn't want to take the risk." Jaune admitted. "My father, grandfather and his father before him were all warriors. I wanted that more than anything. But I was too weak to even pass the tests to get in the early levels of combat school. And now that I'm here..." he looked to the ground, "I don't deserve to be here...not after everything that's happened."

_"There's gotta be a solution to this."_ the vigilante thought to himself. "What does Cardin want with those Rapier Wasps? Those things are dangerous in a swarm." he asked having read up on the insects in their biology class.

Jaune shrugged, "No idea. It's gonna be a real pain to collect them though."

It clicked with Matt then, "Tomorrow we have a field trip to Forever Fall with Professor Goodwitch. If he's having you collect them tonight then that means he plans on doing something with them while we're out there."

He regarded the knight with a hard expression, "Jaune, you need to break this off. Whatever he's got planned can't be good for anyone. And being out there in Grimm territory could make it a lot worse."

"But...I..." Jaune looked stricken, the fear of being kicked out of Beacon strong with him.

Matt grabbed his shoulders and made him look him in the eye. "You're a leader. You need to nut up man, for your team and your friends. And do you think for a second that me and the others would just stand by and let you get expelled? Not a chance. But I need you to let me help you."

There was several minutes of silence before the blonde nodded, "What can we do though? If I go to any of the professors it's my word against Cardin's."

The hero smirked, "Then we'll just have to find a way to bury him, now won't we? For now keep playing along with what he wants, and tomorrow we'll make him regret ever blackmailing you."

Jaune didn't look convinced, but nodded regardless as he looked out over the campus. "Alright. I better get going and collect those wasps. This is gonna suck."

"It's night time, those things are asleep man." Matt said making the other teen perk up. "Just remember what was talked about back in biology about the Rapiers. If you're careful enough, you'll be able to do it with no trouble at all." patting the knight on the back, they went back into the building and went their separate ways.

When Jaune was out of sight, the hero's face turned stern as he went passed his dorm room and over to JNPR's. Knocking on it loud enough for the occupants to hear before Nora answered a moment later. "Hay Matty!" she beamed up at him. "What brings you here?"

He looked at the other two in the room and settled on Pyrrah. "Is something wrong?" she asked seeing the look on his face.

"We need to talk. It's about Jaune."

**_A/N: I'll say this now. I HATE bullying. I was picked on a lot as a kid and didn't have anyone on my side to help me out. I had to survive that torture alone like many more kids out there are doing now. And with the way things are lives are at risk because of it. Which is why I joined several anti-bullying campaigns a couple years back to spread the word about it and to bring help to those that need it. _**

**_As for this chapter, the changes speak for themselves. I didn't like Velvet being a wallflower, and her relationship with Matt has managed to give her some good confidence and a bit of a backbone to those that try to hurt her. And there's no way I was gonna let Jaune face hell in Forever Fall by himself, friends are there for one another, and I'm gonna make sure that the others are there for him when the time comes._**

**_That's all for now, send me your reviews and I'll have an update soon!_**


	18. Forever Fall

_**A/N: I gotta start slowing down, or else I might turn my brain into a used eraser...but I digress. I managed to crank out the next installment several days ahead of schedule and I couldn't wait to post it. And with the way you guys responded to the last one, I think you're gonna love it...**_

_**...especially the surprise twist at the end.**_

_**Disclaimer: Still don't own anything.**_

Needless to say, informing team JNPR of the situation regarding their leader went about as well as expected. Ren, Nora and definitely Pyrrah, were beyond pissed off at what Cardin was putting Jaune through.

Matt kept out the bit about him forging his transcripts, as he finished telling them everything. "Unbelievable." Ren said shaking his head with his pink eyes narrowed. "To think that Cardin would resort to this and keep Jaune under his thumb."

"I told you we should break his legs!" Nora exclaimed reaching for her hammer-launcher. "I say we go pay them a visit." she stated with sadistic glee while heading for the door.

Matt stopped her half-way, "We can't just resort to violence with this one, Nora. Believe me, I wanna crush that bastard and his friends as much as you all do. But to ensure that CRDL doesn't do this to anyone ever again we need to expose the acts that they've committed."

"What did you have in mind?" asked Pyrrah while trying to bury her own anger at the situation.

"Whatever they got planned for those Rapier Wasps will probably go down tomorrow during our trip to Forever Fall. I'll shadow Jaune while we take care of whatever Professor Goodwitch wants us to do, but everyone else needs to be onboard and prepare for anything." the vigilante explained.

Ren and Nora both nodded, Pyrrah bit her lip and glared at the floor. Her thoughts heavy as she thought back to everything that had happened because Jaune was being blackmailed. She had thought the worst of him, and felt horrible about it.

What kind of partner was she for not seeing this sooner?

A hand on her shoulder caused her to perk up and see Matt looking back at her. "Pyrrah, a word?" he asked motioning to the door.

Nodding, the spartan walked out into the hall with the vigilante and closed the door behind her. They stood in the corridor for a few moments in silence before Matt started speaking. "Jaune told me the truth, about how he forged his transcripts to Beacon."

Pyrrah gasped and her eyes widened. The leader of MRVL raised his hands, "Relax, I'm not going to rat him out or anything. I'm actually impressed that he was able to get into this academy like that. Immoral or not, that's a pretty damn good skill."

Seeing the girl relax, Matt continued. "That's what Cardin's using to keep Jaune on a leash. He threatened to go to Ozpin about it after he overheard the two of you talking about it unless he did everything him and his team ordered him to."

The spartan clenched her fists, teeth gritted as her aura began to flare from her rage. "That..._bastard_..." she hissed as quietly as possible.

"Pyrrah," the hero said snapping her out of her angered haze, "Even if things work out and CRDL is stopped, there's a strong chance that Jaune's secret could get out no matter what we do. If that happens, he's going to need you, his team, and the rest of us to ensure he isn't expelled. His skills maybe under-par, but he has a lot of potential. You know it, I know it and so does everyone else. He has the capability to be a great hunter, and we can't let that dream die because of a bunch of assholes who want to take the easy way out."

Pyrrah nodded with conviction. "So what do we do?"

Matt looked over his shoulder at RWBY's door. "We'll meet up with my team and team RWBY before we head off tomorrow and tell them what's happening. Pretty sure that they'll be more than willing to help put an end to this."

The spartan looked relieved at his words, turning to head back into her dorm where Nora and Ren would be waiting when the vigilante spoke out. "You really care about him, don't you?"

"Of course I do, he's my partner. And my friend." Pyrrah said with a light blush on her face as she kept her back turned.

"That's not what I meant, you and I both know that." Matt said giving her a knowing look that she could feel which caused her blush to increase. "Have you thought about telling him?" he asked.

Her hand fell away from the door handle, a sigh leaving her lips as she stared down at it. The silence speaking volumes as she said nothing, her cheeks remaining a steady red as she stood there.

"You don't have to answer. I'm just stating an observation that I've noticed after all this time." said the vigilante. He turned and began to head toward his own dorm room, pausing and turning back to the red-head as he smiled, "We'll get him out of this. And when we do we will remind him that he doesn't have to face this kind of crap alone."

"Goodnight Pyrrah." with that he opened his door silently and slipped inside. Leaving the girl alone to her thoughts.

X

The very next day, Matt and the three remaining members of JNPR gathered Velvet, Luke, Raine, Ruby, Yang, Weiss and Blake and explained to them what was happening. All of them shocked and angry by the turn of events and ready to bust some heads when the time came.

After telling them the plan, everyone agreed to go along with it. The vigilante having picked up a small lock of hair he'd picked up from Jaune's pillow while he talked with his team the night before. Having Toxin absorb it so that he could track the blonde knight no matter where they were while they were on their field trip.

Around noon, the three teams arrived at the air-docks where Professor Goodwitch was waiting by a bullhead that would take them to Forever Fall. CRDL arrived a few minutes later, Jaune trailing behind them carrying their supplies with a dejected look on his face that caused the anger everyone was feeling to spike a little more.

Keeping their features schooled, they all stepped on to the air transport and found a seat. Taking off moments later as they started their journey.

The teams talked amongst themselves while the bullhead flew over the vast forests below as they headed toward the northern sector of Vytal. All the while glancing toward Jaune every so often who was seated in the seat in between Cardin's team.

Velvet leaned over in her seat and whispered into Matt's ear. "Do you think this will really work?" she asked as the group of bullies chuckled about something, slapping the blonde knight hard on the back and almost knocking him to the floor.

"If all else fails, we'll just have to break a few bones." the hero whispered back. "Not the best of backup plans, but it's the only one I could come up with. Regardless, I know my plan will work. Trust me."

The rabbit-faunus nodded as the transport began to descend. Landing within a clearing surrounded by trees with crimson-red leaves covering their branches. The back hatch opening and allowing the students and Goodwitch to step off and observe the vast forest around them.

"Stay close everyone, we have a job to do." the professor called out as they all began to walk through the thicket of trees. Matt and Pyrrah both keeping Jaune within their peripheral vision as he brought up the rear, CRDL's supplies still in hands as he struggled to keep up with everyone else.

"Yes students, the forest of Forever Fall is indeed beautiful." said Professor Goodwitch as they all took in the sights and sounds that surrounded them. "But, we are not here to sightsee. Professor Peach has asked all of you to collect samples from the trees deep within this forest.

She stopped causing all the students to do the same as she turned to them. "And I am here to make sure that none of you die while doing so." she stated rather bluntly. "Each of you is to gather one jars worth of red sap. However, this forest is full of creatures of Grimm. So be sure to stay by your team mates."

Goodwitch motioned to the spot where they were now standing, "We will rendezvous back here at four o'clock. Have fun." with that she began to make her way back toward the bullhead while the teams took out their supplies and began to pick out trees.

Jaune went to move toward his team when Cardin grabbed his shoulder, "Com'mon _buddy_. Lets go." he said before dragging the blonde off with his team.

When they were out of sight, the others all looked toward where they had gone. "Remember what we talked about. Stick with the assignment and keep an eye out for me. I'll tail them and gather evidence. Goodwitch won't take notice of one of us missing for a little while. " Matt said getting nods from all around.

Turning toward where Jaune and CRDL had disappeared, he followed along the same path into the red-colored foliage. Once he was sure that he was out of sight of the others, he leapt up and began to webswing through the trees. Allowing his tracking ability to pulse out and get a lock on to Jaune's location in seconds.

Staying silent, he landed on a large branch that overlooked a small clearing where Cardin and his friends were all lazing about on the red glass while Jaune collected the sap from the surrounding trees.

Moving along the foliage above the forest floor, Matt got in closer so that he could hear their conversation. Taking out his scroll and hitting the record feature just as Jaune finished collecting sap.

"Hay, great work Jauney-boy. Now that wasn't too hard, was it?" Cardin said with a smirk while the knight collapsed in exhaustion on the ground.

Jaune groaned, "I...think I'm allergic to this stuff..."

"Yeah, great." the bully said getting up and standing over him. "So, Jaune, I bet you're asking yourself, 'why my buddy Cardin asked me to collect seven jars of tree sap, when there's only five of us'.

"That is one of the many questions I asked myself today. Yes." the blonde said as he slowly got back to his feet.

Cardin's smirk widened, "Well, come with me and you'll find out." The group started moving through the forest again, completely unaware of the vigilante shadowing them as they stopped at a ridge that overlooked a clearing where the others were busy gathering their own jars of sap.

Situating himself in the tree that was right above them, Matt continued to record their conversation.

"Cardin...what's going on?" Jaune asked feeling very uncomfortable with what might be going on.

"Payback." the bully said, his eyes narrowing on the group of ten below them. His gaze settling on Pyrrah as she knelt down and collected the red liquid from the tree before her. "That's the girl, red hair, know it all, thinks she so smart."

"Hay, where's that asshole Nolen at?" asked Sky as he searched for the leader of team MRVL.

"Don't matter. His freak of a girlfriend is down there and will do just as nicely." Cardin stated with his grin turning feral as he reached back and took out a small box that was buzzing loudly from within. "Alright boys, last night Jaune here gathered up an entire box of Rapier Wasps. And now, we're gonna put them to work."

Jaune's face paled when he started to put together what CRDL had planned for his friends.

"Now, according to one of the essays you wrote for me, these nasty things love sweets." Cardin said as he drummed his fingers on the lid of the box. "I think it's time we teach these nobodies what happens when you mess with us." they all stood up, Cardin pulling Jaune up as well as he shoved two jars of sap into his hands. "And _you're_ going to do it."

"What?!" the knight said in shock.

"Hit the red-head and the rabbit-bitch with the sap. Or I'll have a nice long chat with Goodwitch. And you'll be on the first airship out of Beacon." the bully threatened. Jaune looked down at the jars in his hands, his mind conflicted on what to do as team CRDL all stood smirking at him.

Dove turned suddenly, hearing a soft noise behind him. Finding nothing, he was about to turn back around when he noticed something off about the box of wasps they had set down at the base of the closest tree.

Along where the opening should have been, an odd dark-blue and red substance was splattered across it sealing the lid closed. "Wha-" he didn't get to finish as someone lowered down behind him, a hand wrapping around his mouth and an arm around his midsection before being yanked up into the tree.

The other three members of CRDL didn't notice this as they watched Jaune prepare to throw the first jar. He paused, lowering his arm. "No." he said loud enough for everyone to hear.

"What did you say?" asked Cardin.

Clenching his fist tighter around the jar, "I said," he spun around and hurled the jar at them. "No!" The glass shattered on Cardin's chest armor and splattering the sap all over it.

A chilled silence filled the air as the three bullies all glared hatefully at a now fearful Jaune Arc. "Oh...you've done it now." the leader said with a growl as they started to close in on him. "You think this makes you tough? Makes you a big strong man now? Is that it?"

He threw a punch at Jaune who held up his hands in defense. A white glow emitting around him at the last moment. When Cardin's fist connected it felt like punching a brick wall, causing the bully to stumble back clenching his hand in pain. "What the hell?!"

"Looks like you're the one who's not so tough." Russell and Sky turned around at the voice only for both of them to be kicked in the chest sending them hurdling over the ridge they had been hiding behind and crashing into the clearing where the other teams all drew weapons and aimed down at them.

Cardin looked over and felt his heart nearly stop when he saw Matt standing there. A look of burning fury in his eyes while his face was a mask of stone. The vigilante began stalking forward, drawing both his gunblades as he closed in on the bully.

"I told you what would happen, if I caught you hurting one of my friends again." he hissed as he backed Cardin up against a tree, one of the sharp blades at his throat making him sweat in fear.

"Y-You wouldn't!" he said, his voice shaking as he looked into the eyes of the enraged vigilante.

Matt held his gaze for a few more seconds before smirking. "No, I wouldn't." Cardin let out a sigh of relief, "But then again, I don't have to." Putting his left gunblade away, he took out his scroll and pressed the play button on it.

_'I think it's time we teach these nobodies what happens when you mess with us.'_ Cardin's voice came from the device as the recording played back making what little color there was in his face to drain.

"Let's see here; we have blackmail, extortion, threatening the well being of fellow students in a hostile environment. Not to mention cheating and a mile long list of victims from your bullying." the hero said listing off all the offenses. "It's safe to say, whatever dirt you have on Jaune pales in comparison to all of this and _you_ might be the one shipped out on the first airship out of Beacon."

The leader of CRDL quivered in Matt's grasp realizing just how royally fucked he really was. "C-Can't we talk about this? I-I mean what about-" Matt slammed him hard against the tree, cracking the bark and shutting him up.

"You're a fucking disgrace Cardin! We're being trained to be guardians and protectors of the innocent! Yet you constantly use your strength to abuse and harm those you are suppose to be fighting along side!" the vigilante tossed the bully to the dirt with a disgusted look. "You're not worth the energy or the bullets. As far as I'm concerned, your just a waste of talent."

Turning on his heel, Matt looked over at Jaune who stood wide-eyed. "Come on, Jaune. I think your partner and team are missing you." His spider-sense flared, spinning around he grabbed the shaft of Cardin's mace an inch before it made contact with his head.

The leader of CRDL gritted his teeth trying to overpower the other teen, but was stunned to find himself at a complete standstill.

Shaking his head, the hero shot his foot up and connected with Cardin's chest sending him crashing through the tree he had just been pinned against a moment ago. Matt still holding the mace as he took it in both hands and bent the shaft at a 90 degree angle with his strength. The bully could only watch as his weapon was crippled before his eyes before it was tossed at his feet. "I'll see to it that your career as a hunter is destroyed. I hope it was worth it."

He had barely gotten the words out when a loud roar echoed through the forest. A moment later, a huge form came bursting out of the trees and appeared in the clearing.

Towering over the young hunters was the hulking visage of an Ursa Major. The Grimm sporting dozens upon dozens of bone spikes that stuck out of its back, sets of large, razor-sharp claws on all four feet and much denser bone armor than the ones they had encountered before.

Sweeping its head from side to side, the large Grimm sniffed at the air before turning toward the downed form of Cardin. It's glowing red eyes locking on to his chest armor where the red sap was still present.

He attempted to stand and run, but the creature's paw slashed through the air and send him crashing to the dirt several feet away. His aura dropping like a lead weight from the one hit alone as he tried to crawl away.

But the Ursa Major was already upon him before he managed to get too far. Knocking him hard to the side once again as it continued after him.

_"Dammit! He's as good as dead if we don't do something. He's an ass, but he doesn't deserve to die." _Matt drew his gunblades again to save the bully's life when Jaune ran past him brandishing his sword and shield.

When the large Grimm went to take nother swing, it was met with the hard metal of the knight's shield as he deflected the blow. With a battle cry, Jaune slashed with his sword and scoring a hit along the Ursa Major's chest.

Matt watched with a prideful smile as his friend fought against the creature and managing to hold his own. Yet at the same time being ready to jump in if he should need it. "JAUNE!" he looked over his shoulder and saw Pyrrah, Ruby and Weiss running up and joining him.

"Relax girls, he's got this." the vigilante said as he went back to watching the fight.

Jaune ducked and dodged his way around the Grimm's attacks, taking a couple of hits but getting right back to his feet and charging straight back into it. Trying to attack the creature from different angles and find a weakness in its defense. Another hit sent him crashing to his back, checking his shield where his scroll was set up, he found his aura dropping into the red and knew that he couldn't take much more.

Steeling his resolve, he charged the Ursa Major one final time. The Grimm doing the same with a bellowing roar as they met in the middle of the clearing.

Time slowed to a crawl as the two began to swing at one another. Pyrrah looked on and noticed that Jaune's shield was too low and he would have his head taken off by the creature's claws before he had a chance to attack.

Raising her hand, a black glow began to encase her arm that then surrounded her partner's shield. Causing it to lift just high enough to deflect the Ursa's attack and send it wide, giving Jaune the opening to slash high with his sword and take its head clean off its shoulders.

Matt looked over at the spartan and smirked at her knowing what she had done. "Uhh...what?" Ruby asked wondering what had just happened.

"How did you..." Weiss added wanting to know the same thing.

"Well," Pyrrah began. "Ruby has her speed, you have your glyphs. My semblance is polarity."

Ruby gasped, "You can control polls?"

Matt chuckled, "No, little red. She has the power to control metal through magnetism." the younger teen made an 'O' with her mouth and muttered something about 'magnets being cool too' making Weiss palm her forehead.

Jaune walked over to Cardin, holding out his hand and helping him to his feet. "Don't _ever_ threaten my team, my _friends_ again. Got it?" Without another word he walked away leaving the now defeated bully behind him. He stumbled a bit, now realizing that his aura was drained but was caught by two sets of arms.

Looking up, his face a bit black and blue, to see Matt and Pyrrah both smiling at him as they put his arms over their shoulders and helping him along. "Come on, Rambo. Let's get you looked at before we head back to the academy." said the vigilante as they made their way toward where the bullhead was sitting. The other teams already there waiting for them.

"Is everything alright, Mr. Nolen?" asked Professor Goodwitch after observing the three of them, especially Jaune since he was sporting a couple injuries.

"Had an encounter with an Ursa Major, ma'am. But Jaune here managed to take it out before it could cause any harm." said Matt as he helped Jaune into a spot where Pyrrah took over looking after him. He looked back toward the forest and saw team CRDL walking out with their heads hanging in defeat. "And there's something you should know involving team CRDL. Though I think that can wait until we get back to Beacon."

The veteran huntress nodded as she began to order the students to pack up their supplies for the return trip.

Velvet stepped out of the air transport with Luke and Raine and approached him, the rabbit-faunus wrapping her arms around his middle and smiling. "Everything went okay?" she asked seeing Jaune smiling and laughing with the other teams for the first time in over a week.

"Right as rain. Though I hope he'll think more about allowing others to help him more than just trying to go it alone." the hero replied.

"At least the problem is resolved, and now JNPR can get stronger from it." commented Luke with Raine nodding at his side.

Matt smiled as he turned to his team, "Com'mon. Let's get out of here and get through the rest of the day so we can enjoy the weekend. Getting three agreements in return, team MRVL headed back toward the bullhead as the sound of the engines kicking on could be heard.

Just as he was about to step on to the ramp, Matt stopped cold. His senses going haywire as he felt something very off in the air.

Spinning around in a defensive crouch, he scanned every tree, bush and rock within his field of vision just as the feeling vanished. _"Toxin...did you feel that?"_ he asked the symbiote as he continued to try and look for the disturbance.

_**"I did."**_ his other said sounding very serious. _**"But it disappeared before I could get a good lock on to it."**_

"Matt come on! Ride's leaving!" Yang called out from within the transport. Giving the clearing one last scan, the vigilante stepped onboard and took his original spot as the hatch closed an the transport began to rise.

Catching he look on their leader's face, the other members of his team gave him concerned looks. "Everything alright? You look a little shaken." Luke said a little unnerved by the guarded look on his partner's face.

Velvet also looked concerned and held his hand, "Matt?" she asked when he didn't answer while staring out the window as the Forever Fall forest shrank below them before they took off back toward Beacon.

"It's...just a bad feeling. That's all." he replied making the others look at him questioningly.

X

Back on the ground, the wind blew lazily through the air causing several red leaves to be tossed around.

Within the shadows of one of the trees, a hulking black form dropped down to the ground. Rising to its full height as it watched the air transport reach high enough before taking off in the direction of Vale.

A pair of white, demonic pseudo eyes narrowed before outstretching an arm. A strand of black webbing shooting from the top of its fist as it began to follow after it.

**_A/N:...nothing I can really add to this one. But I am going to give you a slight preview of the next chapter to wet your appetite just enough to make you wanna glue your eyes to your computer screen._**

**Chapter 18** **Preview:**

_For the first time since arriving on Remnant, Matt Nolen felt fear. Not for himself, but for everyone that he knew at Beacon Academy that had no idea of what had just come knocking at their doorstep._

_The rest of team MRVL looked at the anomaly wide eyed before turning their gaze to their leader. "...Matt...?" Velvet asked with her voice quaking slightly. He couldn't blame her, his eyes turned sharp and his fists clenched at what was written in the black spider web above their heads._

_'WE'RE COMING FOR YOU!'_


	19. The Past Returns

_**A/N: Happy Fourth of July everybody!**_

_**To kick off such an event, I have right here a chapter than many of you have been waiting for. And let me tell you something here folks, everything will come together, and the past will be meeting the present in a monumental way for our hero!**_

_**But enough gap, let's get this started.**_

_**Disclaimer:...wish I did own it.**_

The next couple of days after the incident in Forever Fall had brought a lot of change at Beacon.

After the evidence was brought forward against them, team CRDL was facing serious punishment for their actions. Both Ozpin and Goodwitch having brought the hammer down hard on them for what they had done to their fellow classmates.

They weren't expelled, much to the ire of teams RWBY, JNPR and MRVL. However, they were slapped with two weeks suspension, followed swiftly by three months detention. Their class scores were reset to failing, the points they had gained going straight to Jaune since he was the one doing the work and earning himself a lot of extra credit for those courses, so CRDL would have no choice but to buckle down and study hard or risk being held back a year.

The team was also told that if they were ever caught bullying, harming or blackmailing another student again they would be immediately expelled and their dreams to be hunters would be thrown in the gutter.

Justice had been served, and Jaune was looked at as a hero by those who were bullied by Cardin for putting an end to it. Matt watched from the side grinning as his friend gained the attention. Not bothered in the slightest by the events as the blonde got the recognition that he had earned.

When it got out that the knight took down an Ursa Major on his own, people looked at him in respect. Which pushed him to be even better as he began training with Pyrrah. All their friends seeing them getting closer together as they spared every free chance they had.

The vigilante was happy with the way things had turned out...but deep in his core he had a feeling that something was wrong.

The feeling he got before leaving with the others back at Forever Fall coming back to mind as he tried to place what it had been. At first he thought it was his instincts telling him that there was something dangerous nearby, he immediately assumed it to be either Venom or Carnage and that it was his symbiote-sense telling him that they were near.

But if that had been he case then he would have picked them up sooner. Which brought a whole different list of questions and worries which had kept him up at night the last couple of days.

Naturally, his team mates and friends began to notice his behavior and started to get worried. Especially Velvet who knew that whatever was bothering him was keeping him awake. Whenever someone would ask him what was up he'd brush it off saying that it was nothing, but the others knew him well enough to know when something was up.

Matt knew that they were worried, and wanted to tell them about it. But in doing so he would be letting out his secret. He'd done so well with only Velvet, her parents, Ozpin and Goodwitch knowing about him being Arachnid and Toxin's existence. It wasn't that he didn't trust the others, it was more or less how they reacted to something like this being kept from them.

That being said, he stuck it out alone. Felling like a hypocrite for telling Jaune to ask for help when he himself was refusing it now. But he couldn't drag any of the others into his problems. As the days went on and the feeling continued to grow worse, the vigilante couldn't help but think that something bad was going to happen, and soon.

And that all his friends would somehow end up caught in the crossfire.

X

It was late, nearly two in the morning when Matt swung up on a webline and landed on top of the rooftop of the dorms. After spending most of the night scouring the streets of Vale for trouble and coming up empty, the young hero decided to call it a night and return to Beacon.

Hitching his usual ride on a supply bullhead, he made it back to the academy in no time. Now on the rooftop, he sat down on the edge and looked up at the shattered moon above his head. His mind going over what had been bugging him the last two days.

_"It couldn't be either of THEM...could it?" _he asked himself.

_**"Neither of us had seen or heard about them since we got here."**_ Toxin answered. _**"Though that doesn't mean that it's not a possibility. Remember what Madam Web told you? We weren't the only ones to wake up here, that means that THEY are here as well...and this might confirm it."**_

Matt clenched his fists. Venom and Carnage loose on Remnant was beyond bad. Granted, the people could hold their own in a fight against hostile monsters and were raised to do so in some ways.

But those two...they were in a completely different league. Unlike the Grimm, who acted on instinct most of the time, the two evil symbiotes were cunning, ruthless, and showed no mercy what so ever. They thrived on death and chaos and would bring ruin to anything in their path.

No one in all of Vytal would know anything about those two...except for him. He would be the only threat to whatever they might do, and they would know that in spades. Which meant that they would do anything they could to track him down.

Which would lead them right to Beacon.

_"I won't let that happen."_ he thought with conviction. _"I'll protect this place, and its people, no matter the cost."_ His inner musings halted when he heard the door leading to the roof open. Spinning around about to shift out of his suit when he noticed that it was his girlfriend standing at the threshold.

"Matt?" she asked, rubbing her eyes while dressed in her sleepwear. "It's late, did you just get back?"

The vigilante smiled at her before looking back up at the moon, "Yeah. Just thinking about a few things. Nothing really new." He heard her walk closer until she was pressed up to his back. Arms wrapping around his front while she nuzzled her cheek in between his shoulder blades.

"What's been bothering you? And don't say that it's nothing." she said with her voice soft yet concerned. "You promised not to keep things from me, and whatever it is really must be getting to you for you to be nearly avoiding everyone."

There was silence, Matt debating within himself on whether or not he should come clean or not when he heard Velvet speak again. "Is it about what happened back at Forever Fall?" she said hinting to the 'bad feeling' he said he had gotten before they left the all red forest.

Sighing, the hero turned so that he was facing the rabbit-faunus. Her dark brown eyes boring into his and making his defences crumble almost instantly. "Yeah...it is." He said running a hand through his hair. "But it wasn't just a feeling...I _know_ something bad is coming. I just don't know when."

Velvet looked at him, remaining quiet and giving him the signal to continue. "Before we left the forest, I felt something in the woods. Something familiar, and definitely not a good thing." he looked out across the campus. "I'm pretty sure either Venom or Carnage were watching us while we were out there."

A gasp escaped his girlfriend. Stories regarding the two evil symbiotes and what they had done in Matt's world coming to the forefront of her mind. "A-Are you sure?" she asked hesitantly.

Matt nodded and turned back to her, tapping the side of his head. "Toxin can sense when other symbiotes are nearby...there are only three in existence as far as I know. And I would be kidding myself to think that those two didn't wind up on Remnant the same way I did."

There was a pause as the gravity of the situation sank in. "What do we do?" asked Velvet after a few moments.

"I'm going to warn Ozpin. I can't be sure whether or not either of those _things_ will come looking for me, but it's better to play it safe than assume differently." said the vigilante. "I'm just hoping that nothing comes from it. I'd rather face them both alone then have them come crashing through the academy's front door."

The rabbit-faunus' eyes widened, "What? You'd throw yourself at those monsters alone? Matt you can't be serious!"

He smiled at her, "Toxin and I are stronger than both of them, Vel. We know it, they know it, everyone back home knew it."

"But you don't have to fight them alone anymore." she tried to reason. "Me, the others, we can help you. You don't have to face something like this by yourself."

Matt shook his head, "It's not that simple."

Velvet's face scrunched up in anger, "What's that suppose to mean?" she asked heatedly. "Do you think we're not good enough or strong enough to fight with you like that?"

"What?! No! That's not it at all!" the hero said realizing she was now upset.

"Then what is it then?" she demanded while getting in his face. "After all the time we've spent together, you should know by now that we can handle ourselves. That _I_ can handle _myself_. So what possible reason could you have for not having any faith in-"

"Because I can't lose you!" Matt shouted, gripping her arms gently and stopping her mid-sentence.

He bowed his head and released her while letting out a shuttering breath, "You...You don't understand what it's like, knowing that someone you love died at the hands of a psychopath because he was trying to get to you." he sat down on the ledge behind him, head in his right hand while his left held on to the cross necklace that was pushed outside his suit. "My mom died because Carnage was after me...I couldn't live with myself if either he or Venom came after the friends I've made here. Or worse...if they came after you."

A pair of soft hands slid along the sides of his head, bringing him into a warm embrace. "You won't lose me." Velvet said with Matt's face resting against her stomach. "But you can't keep thinking you can solve every problem on your own. Don't keep everyone out when we can lend a hand."

Arms reaching up and wrapping around the rabbit-faunus, the vigilante felt himself getting lost in the feeling of her soft body. "I know, Vel. Believe me. But these guys, they aren't like the Grimm. I've seen them slaughter innocent people simply for the fun of it. I won't let the same fate befall anyone in this world if I can help it."

They lapsed back into silence once again. The cool night air breezing over them as they stayed together.

After a few minutes, Matt adjusted his grip. Helping Velvet sit down on his lap as they continued to hold one another. Brushing his lips across her neck and being rewarded with a shutter from the girl.

Feeling bold, he continued to lay kisses along the expanse of her throat which resulted in her breath quickening and her heart rate picking up. "M-Matt?" she panted out as he continued his assault on her neck.

Whether it was for a distraction against his conflicting thoughts or it was just the peaceful moment Matt couldn't tell. But when his lips met his girlfriend's soft and inviting ones he didn't really care. His hands slid up the back of her tank top and caressed the smooth skin of her back, the moan Velvet let out allowing him to slip his tongue in her mouth to play with hers.

The rabbit-faunus was in heaven. There had been many times they had shared like this and each one left her light-headed and wanting more. They hadn't gone any farther than deep kissing and a few gropes here and there, but she had often wondered if she wanted to take that next step with him.

Though, each time they were like this those thoughts seem to get closer and closer to a reality.

Feeling one of his hands leave her back, Velvet shivered in pleasure when she felt the missing hand start to caress the base of her rabbit-ears. Being thankful that she was sitting as her knees buckled from the sensations.

Enjoying the sounds she was making, Matt stepped up his game as he moved his hand from her back and began to gently massage her breasts. Finding no bra to hinder him as Velvet broke the kiss and moaned out loud. Her hips unconsciously rolling against his slowly as her arousal started to increase as well.

The distant call of a Nevermore from deep within the Emerald forest broke the teens from their pleasure induced haze. Sitting on the rooftop of the dorms, Matt with one hand in Velvet's hair around the base of her ears and the other holding her left breast. While Velvet herself nearly having her legs wrapped around the vigilante's waist and hands pressed against his bare chest, the upper half of his suit having receded under his skin as their intimate moment grew more intense.

Both of them were flushed, breathing heavily as they came back to reality. The hidden message clear in both of their eyes as they gazed at one another. Seeing that they wanted each other so deeply that it was almost unbearable.

However, the rational part of their minds kicked in and reminded them that their first time shouldn't be on the rooftop of the academy where someone might discover them. No matter how much their hormones demanded it of one another.

This in mind, the two untangled themselves from one another and stood up silently. Giving each other one good kiss as they headed toward the door hand in hand.

Matt shifting his suit into his sleep wear as they passed through the door. Scooping Velvet in his arms making her let out a soft 'eep' before she settled comfortably in her new position, they reached their dorm in less than a minute. Slipping inside past the sleeping forms of their partners and into their bed where they settled down for the night.

With his mind at ease for the first time in a couple of days, the young hero fell into a light sleep with his girlfriend cuddled up next to him.

X

In the Emerald forest, a wounded Nevermore attempted to move away from its attacker only for a large foot to slam down on its badly damaged wing. It's shrieks of agony silenced when a hulking figure grabbed its head with black-clawed hands and twisting it hard to the side with a resounding 'snap!'.

The avian-Grimm now dead, its killer looked up from its prone body toward the lights that could be seen from several miles away. The visage of the large academy being seen thanks to the bright glow of the shattered moon above.

A mouth filled with sharp, dagger-teeth morphed into a sinister grin. A long tongue slithering out and running along them as the owner began to make its way forward. Drawing ever closer to the campus...and the one it had been searching for all this time.

X

The following day was Sunday, which meant that all the students at Beacon had one more day to relax/study before the start of the next week. Team JNPR had gone into town for the day to enjoy the good weather while it lasted, while teams RWBY and MRVL stuck around campus. Both studying for exams considering it was halfway through the school year.

All eight of them were situated in the library combing over text books and taking notes. Ruby was dozing off at her spot only to be prodded awake by an irritate Weiss who was trying to ensure she and her partner got good grades.

Matt was going through his Grimm studies text-book, marking down the best ways to take down a pack of Beowolves when a call came out over the PA system. "Attention students. Team MRVL, please report to Professor Ozpin's office immediately." said Professor Goodwitch.

The team of four all looked at one another before turning to team RWBY. "What do you think headmaster wants?" asked Luke curiously.

"We'll find out when we get there." said Matt as he and his team packed up their supplies. "Catch you guys later." he mentioned to RWBY before they headed out of the library and made their way toward Ozpin's office. All the while wondering what they were being called for.

Approaching the large, white double-doors, the vigilante knocked and got the confirmation to come in before they stepped inside. Finding the headmaster behind his desk with his usual coffee in hand with Professor Goodwitch standing on his right. "Ah, right on time." he said taking a sip from his mug. "I suppose you're wondering why I've called you all here."

Matt nodded, "It did cross our minds. Is something wrong?"

Ozpin sent a look toward Goodwitch who took out her tablet. "Earlier today, we lost the signal from several of our cameras within the Emerald forest. We had assumed that they had been knocked out by the Grimm that are prowling that location and sent a 2nd year team out to investigate and repair the damaged equipment." she explained.

"However...all contact with the team has been lost as of 2 hours ago."

An uneasy tension filled the office. The vigilante and his team turned serious, "Has there been any leads as to what happened to them?"

Goodwitch shook her head, "None what so ever. The location of which the devices were knocked out is where your initiation had taken place, close to the old temple ruins. Team ZETA was dispatched via VTOL close to the sector."

"Has there been any clue as to what is keeping them? Could the Grimm be involved?" asked Luke.

"It is a possibility, but I think that something else could be at work." said Ozpin. "Professor Port has reported an unusual absence of Grimm in the area the cameras were taken out. This troubles me, but more important is the now missing team. Which is why I have had you called here."

Goodwitch took it from there, "Your team has proven itself very capable in combat training, and your scores from initiation hold great weight with how well you work together."

Matt caught on quickly, "You want to send us to locate ZETA."

"As well as discover what became of our equipment." added Ozpin taking another drink of coffee. "However, your prime objective is search and rescue. The VTOL waiting in the docking area will take you to their last known location, should you accept."

The vigilante looked at his team, Velvet, Luke and Raine all looking back and nodding to him saying that they were ready. "When do you want us to leave?" he asked the headmaster.

"Immediately. Arm yourselves well, there is no telling what you may find out there." said Ozpin.

Matt nodded and regarded his team, "Go and start arming up, I need to talk with the professor for a little bit before we head out." he shared a knowing look with Velvet as the team filed out to get ready for the mission.

Turning back to the headmaster, the vigilante's expression turned grave. "There's something else that we need to discuss. Something that regards my other 'activities'." he said just as serious.

Ozpin and Goodwitch both understood his meaning well. "What is it?" asked the headmaster.

"Back at Forever Fall, before we returned to the academy, Toxin and I sensed something in the forest. Something familiar...and dangerous." said the hero meeting both their gazes. "There was another symbiote in the area."

Goodwitch's eyes widened and Ozpin looked very grim. "Are you certain?" asked the huntress hoping that she heard wrong.

Matt shook his head, "I'm afraid not, ma'am. We can't tell who it was exactly since they stayed out of our sensory range, but I can guarantee that it was either Venom or Carnage since there are only three of us in existence."

"Do you believe that whoever it was will track you here?" asked Ozpin seriously.

"I wouldn't be bringing it to your attention if it didn't cross my mind." the teen replied. "Toxin and I are stronger than both of them. We are a threat. And if they discover where we have been, they either one or both will do whatever it takes to take us out. And if either of them come here...the students and faculty need to be ready."

The headmaster looked down at his desk and nodded, "Thank you for warning us, we will be sure to warn the faculty should something happen. Now, I believe your team is waiting for you, better get going."

Matt sent one last nod at Ozpin before leaving. The moment the door was closed Goodwitch turned to her boss, "This is very dire. If those..._things_ are anything like Matthew has told us about. Then we face a very grave threat."

"Indeed." Ozpin said taking a long sip from his mug. "Though, I have faith in the abilities of our friend and the students. Should the worst come to pass, they will be ready to face any threat."

"But will they be able to face such abominations?" asked the huntress. "They are not the Grimm, and from what we have been told are far deadlier. Can we truely believe that they can face such a threat?"

The headmaster turned toward the window overlooking the courtyard outside. "Not alone, perhaps. But they will have someone on their side who knows how to fight such villains, and win. They will have to trust in him if they wish to succeed."

X

Team MRVL sat within the VTOL as it flew them over the Emerald forest. Doing last minute checks on their weapons, ammo and dust supplies as they prepared to be dropped at team ZETA last known coordinates.

[What do you think we will find once we touch down?] Raine signed to them.

"Don't know, but our main objective is to find ZETA. Everything else isn't that important." said Matt, slamming a fresh clip into each gunblade as he settled in his spot next to Velvet who was checking her supply of dust crystals.

"What if they aren't...with us anymore?" asked Luke bringing up the worse case scenario.

There was a chilled silence in theh troop compartment. The vigilante closed his eyes, "Then we'll bring the bodies back. Or atleast something to identify them, that way their families will have closure." He didn't want to think about that, but it was a possibility considering the amount of Grimm frequented the area.

Though, from the report Professor Goodwitch had given them from Professor Port, the amount of Grimm in the area had been scarce of the dark creatures. This puzzled him. Why would the amount of Grimm suddenly decrease? Were they gathering somewhere else? Or migrating farther north?

A slight shake through the bullhead's frame snapped him out of his thoughts, bringing him back to the current situation. _"Just find the team and get back. A simple in and out. If we're fast enough we won't encounter any trouble."_

_**"You know as well as I do that we also inherited the 'Parker Luck'. Don't jinx us too much with that line of thinking."**_ said Toxin as the airship began to lower to the ground.

"This is team ZETA's last known location." the pilot said from the cockpit. "Radio me when you find them and I'll swing in for a pickup. Be careful out there guys."

"It's the Grimm that should be worried!" Matt called back as the hatch opened and the team of four hopped out on to the forest floor. The VTOL slowly rising into the air before taking off back toward Beacon.

Luke pulled out his scroll and pulled up an application that gave him the location of any other scroll that could be close by. Professor Goodwitch giving them ZETA's numbers so that they could trace them. "What do we got, Luke?" Matt asked his partner while he and the girls secured the clearing.

"There's a bit of interference...but from what I can see I'm picking up three scrolls transmitting from the exact same location." he replied seeing three blips on the map of the surrounding forest.

"Only three?" asked Velvet wondering what happened to the fourth.

She felt her boyfriend pat her shoulder, "One could have been broken in a fight. If the other three are grouped together, then they might have holed up somewhere to wait for help." he said looking out

[Then why didn't they call the school for help?] signed Raine as she kept an arrow notched and ready.

Luke slipped his scroll into his pocket before he answered, "Like I said, there's interference. Where ever they are must be must be surrounded by rocks blocking their signal."

"We're wasting time here." Matt said gathering their attention. "Let's head toward their signal and find them fast before something finds us." Getting agreements all around, MRVL began to make their way through the Emerald forest.

A sense of nostalgia coming over them as they each thought about their initiation all those months ago.

The team of four stood in a diamond formation. Matt in the lead with his gunblades trained on the foliage before them. Velvet behind on his right with her Kamas in their dust-wand form prepared to cast spells with Raine on her left with her bow at the ready. Luke bringing up the rear with Silver Fang raised to either shoot or slash a hostile if they were attacked from behind.

A distant clap of thunder and a gathering of dark clouds several miles out telling them that a storm was coming and that they had better hurry before it arrived.

Minutes ticked by, and they had yet to encounter any hostility as they reached the halfway point of their trek. They had also taken notice that there wasn't any noise save for the sounds of their footfalls.

No birds or insects made a single sound as they drew closer to their objective.

"I don't like this..." Velvet said not liking the silence. Her rabbit-ears straining to pick up anything as her eyes scanned every tree and bush within their range.

"I agree." said Luke, "It's very unsettling how things are this quiet. And given how close we are to the center of the forest, we should have encountered something by now."

Matt was thinking the same thing, sending out a pulse every so often to see if he or Toxin could pick up anything. _"Something's definitely wrong here."_ he thought gravely. _"It's almost as if the Grimm just vanished...how is that possible?"_

A hand latched on to his arm making him stop and spin around. Raine had her eyes locked on to something off to the left, brows furrowed as her grip on his arm tightened.

Looking in the direction she was gazing at, the vigilante was met with the sight of three dead Beowolves laying in a pile beside a couple of trees. Their bodies broken in several visible ways and had multiple gashes along their frames.

"What do you think happened to them?" asked Velvet as they approached the corpses and examined them.

"Perhaps a fight between packs?" offered Luke. "Or maybe ZETA killed them when they passed through."

[I don't think so.] Raine signed at them. The fox-faunus kneeling down by the body of the smallest Beowolf and moving it a bit with one of her arrows. Nodding, she laid the body back down and started signing again. [They've been dead well over a day. Whatever did this killed them long before ZETA went missing.]

"As long as their dead." said Matt not at all bothered by the sight of dead Grimm. "Though it makes you wonder what managed to take out three full grown Beowolves this deep in their territory." They began to set off once more, keeping their eyes peeled for any more signs of a fight or more deceased creatures the farther in they went.

After some time, they found themselves approaching the same temple ruins where the last part of their initiation happened. The damaged pillars and archways from their fight along side RWBY and JNPR against the giant Nevermore, Death Stalker and Gigamantula.

But still no sign of the missing team.

"Luke?" Matt asked as they paused at the edge of the clearing that led right into the ruins.

The Faunus hybrid pulled out his scroll again and brought up the map. "They're within a structure in that direction." he said pointing toward the right side of the ruins where a once tall, circular structure once stood. The top half of the building having fallen on its side next to the lower half.

Nodding, the hero turned toward his team. "Eyes open and frosty guys, no telling what's lurking around here since the last time we were here."

Weapons cocked and ready, MRVL slowly treaded their way toward the structure. Keeping their formation tight and their backs to one another so that nothing could sneak up on them. The closer they got to the building with nothing happening, their anxiety slowly started to increase.

But Matt was feeling the worst of it. The whole situation felt wrong, and he wondered what they would find once they located ZETA.

Making it to the structure and finding the only entrance, the team stacked up on either side of the opening. Matt and Raine on one side, Velvet and Luke on the other as they waited for the signal. Looking to each of them, the vigilante got a nod of confirmation as he readied his gunblades. Tapping the hilt of his right weapon against the wall in a countdown.

_...3...2...1..._They all stormed through he entrance, weapons high and sweeping as they entered a large, circular chamber. The afternoon sun shining down through the large opening in the ceiling.

But there was nothing there. No sign of the team or anything else for that matter.

Lowering their weapons, MRVL spread out a little bit to check every corner to be sure that nothing was really there. "Luke, are you sure that their location was right here?" Matt asked still not seeing anything.

"Positive." The hybrid said checking his scroll again. "Infact...we're right on top of them." The team all looked at one another a moment before looking up...

Their blood freezing almost instantly in their veins.

Hanging above the floor, encased in cocoons of black webbing were the four unconscious members of team ZETA. Each cocoon attached by a single strand that led to an enormous web that spread across the entire opening above them.

For the first time since arriving on Remnant, Matt Nolen felt fear. Not for himself, but for everyone that he knew at Beacon Academy that had no idea of what had just come knocking at their doorstep

The rest of team MRVL looked at the anomaly wide eyed before turning their gaze to their leader. "...Matt...?" Velvet asked with her voice quaking slightly. He couldn't blame her, his eyes turned sharp and his fists clenched at what was written in the black spider web above their heads.

'WE'RE COMING FOR YOU!'

"...He's here..." he said just loud enough for the others to hear them. His voice tense as the muscles in his arms flexed from his fists white-knuckling.

"Matt?" Luke asked next, "What's going-"

"No time! We need to get these guys down and get back to Beacon...NOW!" he shouted making them jump. The four of them making quick work of getting the missing team down. Velvet kneeling by each of them, hands glowing green from her aura as she began healing what injuries they may have sustained while Matt called for an immediate evac.

The team had been through a hell of a fight. Each one suffering from several bruises, lacerations, a couple broken bones and aura exhaustion. Whatever they had been fighting really did a number on them.

Biting her lip while looking at the black webbing that had encased them, the rabbit-faunus knew exactly who and what had done this.

"I've never seen this before." Luke said while he and Raine examined the webbing. "Was it the Acromantula? The webbing is a different color, but seems almost as strong."

The engines of the VTOL that dropped them off could be heard coming around, touching down not too far away as they moved the wounded team onboard. "Get us back to the school, and step on it!" Matt called up to the pilot as they got situated.

Nodding, the pilot pulled into the air and began to head back to campus. Radioing ahead to have the medical staff on deck when they touched down.

But the sound was drowned out in the hero's mind. He needed to get back and warn everyone before it was too late...

...if it wasn't already.

X

Back at Beacon. Team RWBY had been gathered to Ozpin's office to discuss an upcoming mission that they were qualified for when Goodwitch suddenly entered. "Sir, there's a man here to see you. He says that it's very urgent."

The headmaster set his mug down and motioned for her to bring him in. The doors opened a little wider as a very tall, very built man with slicked back blonde hair and dark blue eyes stepped inside.

He wore a pair of jeans and black combat boots along with a pitch-black t-shirt that fit right across his broad chest and shoulders.

The girls of RWBY were a bit put off by the man's appearance, even more so by the cocky smirk he wore that reminded them of an older Cardin Winchester. But out of the four of them, Blake was the most unsettled.

The moment he stepped in, all of her instincts were screaming 'danger'. Whoever he was...he wasn't good company.

Ozpin regarded the man with narrowed eyes. "I don't believe I had an appointment with anyone today. Is there an important reason why you are here?"

The man's smirk grew, "Oh, it's important alright." his voice was deep, yet had a very distinct undertone of aggression that put half the room on edge. "It involves one of your students. Matthew Nolen."

Ruby's eyes widened, "You know Matt? Are you a friend of his?"

Turning his gaze on the girl in red, making her shrink back a bit from the piercing effect his eyes had. "I'm more than a friend." he said leisurely. "Infact...one might even call us, _family_."

X

The VTOL touched down, the waiting medical crews moved in and secured team ZETA while MRVL stepped off.

Matt barely made it two steps when his senses flared, his eyes widening when he realized exactly what he was feeling and where it was now coming from. "Fuck!" he cursed loudly before sprinting off into the school. Ignoring the shouts from his friends as he shot down hallway after hallway, shoving other students aside as he sped toward where the feeling was coming from.

X

"I wasn't aware Matt had much family." Weiss said more than a bit curious.

The unknown man tilted his head her way, "My, my. He doesn't tell you a lot of things then." he turned back to Ozpin, "Because if he had...I'm pretty sure he would have told you all about _us_."

Ozpin's brow furrowed more, the grip on his cane tightening when he felt that something was very wrong with this man. "I'm sorry, we never got your name."

Grinning again, the man stood at his full height which towered over everyone in the room. "I go by many names..."

X

Matt rounded another corner, getting closer and closer to the location. The sounds of his team trying to keep up behind him was heard, but he didn't hear anything other than his breathing and heartbeat which were highly elevated.

X

"I was once called Eddie Brock, in another life." the now named man spoke. "But...I now go by a different name..." The occupants of the office watched in shock as his clothes slowly started to ripple.

Moving along his skin as though they were alive.

X

The office was in sight, no one else was around and the vigilante didn't have time to care as he fired two weblines and catapulted himself straight for the large double doors. Slamming into them hard and knocking him off their hinges just in time to see the one standing before everyone begin to transform.

His clothes turning completely black and covering him from head to toe. His body growing even larger with more muscles as it all started to take shape. Sharp claws appearing on the tips of his hands with white squares on the backs of them. A large white spider symbol appearing on the front and back of the now skin-tight suit.

The strange ooze slithering up over his head, his face never losing the same grin. "...now...we are called..." The substance covered his face, jagged white, pseudo eyes appearing on the face along with a gaping maw filled with sharp teeth that bellowed a name that stuck fear in the hearts of many.

**"VENOM!"**

_**A/N: And here we are. Beacon is about to be rocked on its very foundation now that part of Matt's past has stepped into it. **__**How will RWBY and MRVL deal with Venom's rampage? Will Matt's secret be revealed? And will the school even be left standing when the two symbiotes fight head to head? Stay tuned to find out guys.**_

_**Because next time...it's gonna be one hell of a fight!**_


	20. Venomous

_**A/N: And here we are once again, and it's one you all have been waiting for. This entire chapter is one huge fight scene, and let me tell you it wasn't easy writing out as I first believed. But in the end, it was definitely worth it. There will also be two kick ass songs to listen to during the initial ass-kicking. So l**__**ets get ready to RUMBLE BITCHES!  
**_

_**Disclaimer: You don't even have to ask anymore.**_

For the first few moments, no one made a single move. Still attempting to overcome the shock and horror of seeing a lone man transform into a hulking black and white monstrosity right before their eyes.

When reality set back in, Professor Goodwitch was the first to react. Drawing her dust-wand and preparing to cast a spell.

Venom swung his large head her way, his wide maw twisted into a disturbing grin as he reacted much faster. Firing a wave of black webbing form his wrists, ensnaring the huntress and pinning her to the wall. Making it so that she couldn't move.

Before anyone else could react, Ozpin and team RWBY found themselves bound to the walls as well. **"To think, all we did was come here at ask a few questions."** the evil symbiote chuckled as he loomed over the girls who tried to break free of the webbing. **"Now perhaps we can enjoy a little...**_**finger food.**_**" **

Ruby looked up and paled seeing the mouth filled with dagger-teeth looking right back. A long, serpent tongue slithering out and flicking through the air for effect.

A gunshot suddenly rang out and Venom screeched when a heavy round struck the back of his head. "LET THEM GO VENOM!" All attention turned to the now ruined office door where Matt stood, both gunblades raised and targeting the villain.

The symbiote hissed as he turned his full attention to the teen. **"Little Matty, it certainly has been a while."**

"Not long enough apparently." the vigilante growled back. His team finally caught up and saw what was happening, immediately pulling out their weapons and aiming at the savage creature standing before them.

Velvet's eyes widened when she realized who was standing before them. Matt's many stories and descriptions matching completely as Venom stood hunched over slightly. "What in dust...is that?" said Luke gripping his sword tightly, Raine at his side while trying to figure out where to fire her first arrow.

Venom grinned, **"Aw, he didn't tell you about us?"** he looked toward Matt who hadn't loosened his stance. **"There is so much your **_**friend**_** hasn't told any of you. Oh the tales he could speak of."** His claws extended to razor sharp points, tendrils of the black suit swiveling in the air behind him as he began raising up on his legs to his full height.

**"That is...if we allow any of you to survive this day!"**

"YOU'RE NOT TOUCHING ANY OF THEM!" Matt charged forward, firing both weapons into the symbiote's center of mass. Each dust-round packing a bigger punch than a normal round and knocking the villain back a step or two as the teen closed the small gap between them.

Gunblades changing into their sword-forms as he began slashing and stabbing. Hacking away at the back suit and getting shrieks of pain from Venom as he drove him back more and more.

Ducking under a claw swipe that would have decapitated him, the vigilante dropped to the floor and double kicked the villain in the chest sending him crashing through Ozpin's desk. Racking his claws into the floor to keep from going farther just as a second double-kick slammed him in the face.

Both Matt and Venom were sent crashing through the large window, going through the open air as they landed in the courtyard on their feet. A handful of students that were in the area got up and looked on as the hero and the evil symbiote glared at one another.

**"You really think you can beat us?"** the villain asked, cracking his massive fists as the sound of the once distant storm drew ever closer.

"I know I can." Matt said reloading his gunblades. "Bring it on, Smiley!"

Venom roared and charged, tearing up the ground as he cocked a clawed hand back to rend flesh. The teen crouched down and shot forward as well, meeting the creature halfway with his blades at the ready.

X

Back at the office, the remaining members of team MRVL cut the captured professors and team RWBY free from their binds. "Just what the hell is that thing?!" Yang shouted as the sounds of fighting could be heard down in the courtyard, along with the shouts of people as they all ran to the window.

Matt was locked in heated battle with the creature. Dodging claw strikes and bladed tendrils that it fired in his direction while firing rounds into it and striking back whenever he had an opening.

"I don't know what it is, but it's after Matt! We have to help!" Ruby exclaimed as they watched Venom grab a stone bench. Tearing it from the ground and throwing it at their friend who leapt into the air and flipped over it, firing a barrage of rounds at the villain.

The creature dodged around the shots and charged forward, slamming its bulk into the teen and sending them both crashing into the wall of one of the surrounding buildings and disappearing from sight.

"You seven, assist Matt and stop that creature no matter what it takes!" Ozpin ordered in grim seriousness to the two teams. "Glynda, get ahold of the faculty! We need to evacuate the students to a safer location!"

They all nodded, Velvet, Luke and Raine leaping out the window and going after their leader while team RWBY sprinted to the locker room to arm themselves. Professor Goodwitch grabbed the PA system and sent out the warning;

"Attention! All students and faculty! An unknown creature is currently on the grounds and is on a rampage! I want all students to report to the dorms immediately until further notice! All faculty are to arm themselves and prepare to fight! This is not a drill! I repeat, this is not a drill!"

Ozpin looked down to the now badly damaged courtyard, the sounds of fighting now coming from within the hole the young hero and the villain from his world had gone through. Taking out his cane as his eyes narrowed.

X

(Play "This Means War" by Nickelback)

Matt rolled under a large table being thrown at him, immediately feeling his spider-sense go off as he leapt away from a black tendril spearing out of the ground where he had been standing.

Thankfully, what little students that were in the cafeteria had cleared out when the wall was broken into. The two combatants fighting each other with such ferocity everyone in the vicinity cleared out to avoid collateral damage.

**"Come whelp! Show us your true face!" **Venom bellowed pulling the tendril from the ground before sending a volley of them after the young vigilante who dodged around them while firing dust-rounds back at the creature.

_"I gotta get him away from the school! Everyone here is at risk if he keeps this up!"_ he thought switching his gunblades back to their sword form and slashing the tendrils before they got too close.

_**"Matt you can't beat him as you are!"**_ Toxin said back while watching its host do battle against its 'grandfather'. _**"We need to be at our best if we hope to defeat him!"**_

Matt reloaded his weapons as Venom came after him like a living battering ram. The teen jumped at the last possible moment, shooting down at his opponent as he passed over him. Landing on his feet, the vigilante leaned back as a large claw swung through the air where he had been, flipping back and kicking Venom hard in the chest and sending him crashing through the table behind him.

_"I know that Tox!"_ he shouted mentally back at his other while going after the evil symbiote. _"But with so many people around-"_ his thought was cut off when a chunk of wall was hurled his way. Dropping low and sliding across the floor as the debris sailed overhead, he delivered a powerful uppercut to Venom's lower jaw and snapped his head back. Following up by driving both gunblades into the villain's gut.

"It was a mistake to come here Venom!" he shouted at the creature. Jumping back as he swung a large foot for the teen's head.

**"The only mistake we have made...was letting you live as long as you have!"** Venom roared back before charging again. Matt preparing himself as he saw something flash in the corner of his eye.

A moment later, an explosion struck Venom's side. Making him shriek in pain as the blast sent him smashing through the doors leading out of the cafeteria.

Looking back to the hole in the wall that had been made, Matt saw his team running in weapons ready. "Matt! You alright?!" Luke shouted as they stood with him and faced the doors where Venom was already getting back to his feet.

"What are you guys doing?! He's after me, get out of here!" he shouted back as the symbiote glared dangerously at them all.

Velvet channeled a spell into her dust-wands, "You're not facing him alone, Matt." she said in a tone that left no room for argument. Venom roared as he came after them, claws digging into the floor and ripping it up along the way as he came in fast.

Raine loaded a new explosive arrow and fired. The symbiote leapt up and over the bolt and fired a stream of black webbing from his fist. The fox-faunus barely had a moment to register this when the substance attached to her chest and she was yanked forward and into Venom's awaiting claw. Hissing in her face as he tried to crush her with his bare hands.

The rest of the team opened fire, their rounds and spells strucking the hulking form and making him stagger. But it was a fast fire-spell from one of Velvet's wands that really had an effect. The flames striking Venom's side, making him drop Raine and emit a noise that could only be described as a screech of the damned.

The suit actually melting a bit from the attack as it was damaged heavily.

"Hit him with everything!" Matt shouted as they opened up again before the villain had a chance to recover. Luke activated his semblance, slowing down time as he sprinted forward. Slashing with Silver Fang and cutting deep gashes into the symbiote from every possible angle he could see.

Raine picked up her dropped bow, changing the weapon into its melee form, which was a small staff with the two blades becoming one at the tip, and assisted.

Growling ferally, Venom let loose a bellowing roar. Black tendrils shooting out from his body and sending the two hunters flying back and slamming into the wall and floor before they knew what had happened. He followed up by shooting a glob of webbing that struck Velvet in the chest and pinned her to the same wall Luke crashed into.

Seeing his team mates go down, Matt went into a rage and spear-tackled the evil symbiote as hard as he could. Sending both of them out into the hallway, through another wall and into an empty classroom.

A black tendril wrapped around his waist and sent him flying across the room. The teen sheathed his swords, twisted in the air and attached him self to the far wall as he glared at the villain. "Why are you here?!" he demanded.

Venom chuckled, raising up with his tongue lashing through the air. **"What we should have done long ago. This world is ripe for the taking! The energy here is so...intoxicating! We can feel our strength grow the more we are here! Soon, nothing will be able to stop us!" **Strands of black webbing shot from his fists straight at Matt. The vigilante jumping to the other side of the room, firing webstrands of his own and grabbing two desks, swinging them up and over and smashing them down on to the villain turning them into splinters.

"_We_ won't let you damage this world!" the hero growled. Two more weblines were fired and he catapulted himself forward, driving both feet into the evil symbiote's chest and sending them both crashing through the wall in the front of the classroom.

Venom grabbed both the teen's feet and threw him into a row of lockers, denting the metal inward from the impact.

Dazzed only for a moment, Matt rolled back to his feet to avoid a large fist as it crushed the floor tiles in. Drawing one of his gunblades and firing the rest of its clip into the villain's face before spin-kicking him in the chest.

Shaking off the hits, the evil symbiote growled, **"Why won't you change forms, whelp? Are you now ashamed of what you are now that you have spent so much time amongst these weaklings?" **

"WHO YOU CALLIN' WEAK?!" Venom spun around and received a powerful punch to the face. A shotgun blast going off right behind it that sent the creature skidding down the hall.

Yang cocked her fist back and forth, chambering a fresh round into her right gauntlet as Ruby, Weiss and Blake came up behind her with their weapons ready. "Mind if we join the party?" asked the blonde-brawler as they readied themselves.

"If you can keep up." Matt replied as he kept his gaze solely on their opponent.

Weiss sent a look Matt's way with narrowed eyes, "What exactly is this _thing_? And how does it know you?" she asked, her rapier at a ready position as the villain leered back at them.

"It's a long story! I'll explain once we take him down!" said the vigilante.

Venom looked at his opposition another moment before spinning around and sprinting down another hallway. "He's getting away!" Ruby shouted as they all gave chase. The sounds of people screaming could be heard ahead as they pushed everything they had into their legs.

Running past destroyed doorways and groups of students who were bound in black webbing to walls and the ceiling. The sounds of combat being heard in the room ahead of them as they ran through the doors.

Finding themselves in the combat-training hall where Professor Port and Professor Oobleck were currently engaged with the rampaging symbiote.

Port swinging his blunder-axe, his target dodging away as the blade burrowed into the stage before a black-clawed fist connected with his face and sent him crashing into the bleachers on the other side of the auditorium. His aura the only thing saving him from a shattered spine.

Oobleck kept his fists up, a pair of brass-knuckles with blades on either end as he used his unnatural speed to avoid the swipes that were aimed at him. "Come beast!" he shouted all but teleporting from one side of the room to the next. "Fight like a man!"

Venom roared as he slammed both hands into the ground. The floor shaking before a barrage of sharp, black tendrils shot out around the professor. Oobleck ducking and weaving around the attacks, slashing with his weapons and keeping himself out of harms way.

But he didn't see the symbiote get up behind him and land a solid punch to the back of his head. Firing several strands of webbing and ensnaring the green-haired man in a large web.

_"This is getting too much."_ Matt thought with gritted teeth.

_**"You know what we must do, Matt..."**_Toxin said, the meaning behind the young symbiote's words hanging in the air. The sound of gunfire breaking the mental link when team RWBY fired on Venom. The villain glared at the girls as he leapt up and vanished into the dark rafters above the auditorium.

"Where did he go?" said Yang as they began to spread out.

"He's still here...somewhere." said Blake, her bow twitching as she tried to listen for their opponent.

Matt could still feel Venom in the room, both gunblades were out as he searched with them. "Keep your guard up. He's weak against loud sounds and fire, use it to your advantage." he said to the team as they prepared themselves.

Weiss spun the dust-chamber on her sword, the blade glowing a faint red as it was infused with the red dust. Yang activated her semblance, bright yellow flames licking around her form before continuing their search.

Ruby heard a noise and spun around, Crescent Rose changed into its rifle form as she aimed at the shadows. Her silver eyes flickering around for what was the cause and coming up empty...

...Not seeing the black hulking form slowly lower down behind her.

Blake's amber eyes widened and she turned sharply to see the form behind the younger girl as it started to reach out for her. "RUBY LOOK OUT!" Ruby whirled around, swinging her scythe-rifle in a wide arc only for it to be stopped cold. The shaft of the large weapon being held in a clawed hand.

**"Impressive."** Venom hissed menacingly. **"But not fast enough."**

Ruby smirked as she pulled the trigger on the weapon's shaft. A round fired into the air from the top and launching it to the right.

The symbiote twisted its head to the side, the blade of the scythe missing his head by very little as he used the momentum to throw the girl in red across the room and directly into her partner who didn't have the chance to move out of the way in time.

Seeing the other two go down, Blake, Yang and Matt went on the offensive. The blonde-brawler firing blasts from her gauntlets and driving the villain back while the vigilante and her partner fired the own weapons in return.

Blake separated Gambol Shroud and began hacking and slashing away, using her shadow clone semblance to avoid and flicker around the deadly claws that tried to slice her into ribbons.

Growling in irritation, and feeling uncomfortable from the heat being given off by the blonde. Venom blocked a strike from the raven haired girl, roaring in her face as his tongue shot out and wrapped around her neck. "BLAKE!" Yang screamed just as a glob of webbing splattered across her face blinding her.

Turning back to Blake who was struggling against the slimy appendage, the symbiote raised his claws only to screech when two blades pierced his back. "Forget about me asshole!" Matt shouted, removing one of his gunblades and changing it into heavy pistol form, the barrel being jammed into Venom's open mouth as several rounds were fired down his throat.

Releasing his captee, the villain tried to grab at the teen who held on tightly. By this point, Ruby and Weiss had gotten back to their feet. Blake not far behind while Yang burned the webbing off with her semblance.

The door to the auditorium fell open and Velvet, Luke and Raine came in as well, grouping with RWBY as they watched their friend going against the creature alone. "What do we do?" asked Yang, aiming her gauntlets at Venom but couldn't fire since Matt was right in the crosshairs as well.

"WEISS!" the vigilante shouted as he stabbed both gunblades into the evil symbiote's shoulders. "USE YOUR GLYPHS! SHOOT US OUT OF THE BUILDING!"

The heiress was stunned, "Are you crazy!?" she shouted back wondering where his head was at.

"JUST DO IT!" Matt pleaded as Venom began to thrash harder.

Debating within her self for a few moments, Weiss cursed before spinning the dust chamber on her rapier again. Using a large enough amount of the substance to form a white-glyph and launch it right under the fighters.

Despite the struggle, the hero managed to smile at his friends just before the glyph detonated. The shockwave launching both he and Venom into the air and through the roof.

"My god Princess!" Yang shouted seeing the two vanish. "Where the hell did you send them?!"

"That amount of dust would have launched them a good distance." said Weiss trying to calculate it. "Judging by the trajectory, and the force, they should land-"

"At the sky dock!" Velvet screamed as they all started sprinting from the building and toward where the vigilante was headed.

X

In the now darkened sky above Beacon, Matt slammed his fist hard into Venom's face. Sending saliva spraying outward from the force before driving his knee hard into his stomach.

The older symbiote responded by grabbing the teen by the throat and attempt to pull him toward his awaiting maw to chomp down. Only for both of the hero's gunblades to be shoved into his mouth and a barrage of bullets to pepper the back of his throat.

When both weapon ran empty, Matt switched them to their melee form and began stabbing. Long blades forming out of the sleeves of his 'hoodie' added more damage as the two began to fall back to the ground.

A clawed hand stopped the attacks as the combatants began to struggle. **"We're going to crush you! Like the bug who trained you!" **Venom bellowed as the ground began to get closer and closer.

"Not if we crush you first!" the young hero drove his feet into the villain's chest and sending him back. Sheathing his swords and firing several weblines that attached to Venom's arms and legs.

Matt maneuvered in the air so that he was behind the symbiote, planting his feet into his back and forcing him ahead to take the brunt of the impact.

His spider-sense flared, a black tendril shot from Venom's back and went straight for his heart. Given his position, the only thing he could do was lean to the side, allowing the appendage to pierce his shoulder while he maintained his grip.

Gritting through the pain, Matt braced himself as they fell toward the ground like a large boulder. _**"This is going to hurt!" **_Toxin exclaimed just before the impact.

X

Team JNPR stepped off the VTOL and ran straight for the school. Each of them receiving a message on their scroll saying that the school was under attack and had their weapons ready for a fight.

They were almost to the front entrance when they spotted team RWBY and MRVL, minus Matt, running toward them. "Guys what's going on?!" Jaune shouted as they came to a stop.

"No time Jaune!" Ruby shouted back as they ran back the way they just came from. "Big monster! Matt fighting alone! We gotta hurry!" she managed out. JNPR looked at one another and nodded before chasing after their friends to help in whatever way they could.

Making it to the edge of the campus, the three teams skidded to a stop as a blur fell from the sky and slammed into the ground with bone jarring force. The students struggling to stay standing as the foundation of the school itself seemed to shake from the occurence.

There was a stunned silence as the dust kicked up from the impact slowly began to settle. No one so much as breathed as they waited for something to move. Seconds ticking by before they saw something.

It started to rain, the water clearing away the dust and debris in the air revealing Venom. Unhinged jaw snapping back into place by itself as he held a struggling Matt by the head between his massive clawed hands.

"WHAT THE HELL?!" Jaune screamed seeing the creature. Pyrrah, Ren and even Nora in a similar state while the others prepared to fight and free their friend.

**"This is where you, and that traitorous grandchild of ours meets your end!"** Venom hissed as he began to apply more pressure. Matt grunting as he kicked as hard as he could only for the evil symbiote to hold firm and grip tighter.

_**"Matt we have no choice!" **_his other said through their link in distress. _**"Once they kill us, they'll kill the others! We have no other options!"**_

Deep down, Matt knew Toxin was right. The fight had already gone on too long and he was too stubborn to do what he should have done when Venom first arrived. And it was here, that he made the biggest choice he ever had to make since he first arrived to Remnant.

It was either his secret...or the lives of his friends.

And the answer was painstakingly clear.

(Play "Stronger" by Emphatic)

Eyes narrowed, the vigilante shot his legs up and slammed them into the villain. Keeping them firmly placed as he began to push. Muscles flexing from the strain as he fought against the grip with renewed vigor.

The three teams, who were about to lend a hand stopped when they saw this, wondering what their friend was up to as the creature holding him started to lose its grip.

**"What?!" **Venom growled trying to hold on only to loose his grip even more. **"No! NO!" **With one powerful shove, the evil symbiote was sent hurling back. Crashing through a pillar several meters away as Matt flipped back.

Closing his eyes while he twisted through the air, he felt his clothes expand and reform over his body. The familiar feel of his suit covering his form from head to toe as he landed on his feet in a small crouch.

From where they were standing, RWBY, JNPR and MRVL could only look on in stunned awe as their friend, team mate and leader changed before their eyes. A mask coming up his neck and covering over his head revealing the unmistakable visage of Vale's vigilante.

"...no way..." Yang said mouth agape.

"He-He couldn't be." Ruby added.

"All this time..." Luke threw in not believing it.

"Matt's..." Jaune couldn't even finish his statement.

The only two not shaken to the core by this was Velvet and Blake. The former smiling at he boyfriend knowing that he had made a choice that was very difficult for him. "Go get him, Matt." she whispered toward her hero.

Venom pulled himself from the small amount of rubble and glared at the teen. A chuckle leaving his mouth, **"Well, looks like the whelp finally decided to get serious."** Matt said nothing as he stood with his hands clenched. **"Aww, what's the matter? Cat got you're-"** Whatever the villain was about to say stopped when Matt fired two weblines and shot himself forward.

Feet slamming into the older symbiote's face and shattering teeth. Two more lines shot out as the vigilante drove him to the ground and literally slid him across the ground several feet before kicking off. Flipping into the air and delivering an overhead axe-kick that split the ground in several directions when Venom rolled out of the way at the last second.

The villain grabbed a nearby pillar, ripping it up from the ground and throwing it like a log straight at Matt. The teen standing perfectly still before leaping up. Attaching his feet to the surface of the large projectile as he began running along it.

Reaching the end, he kicked off and spun around, grabbing the pillar with tendrils he launched from his arms and swinging it back around like a massive baseball bat. Venom couldn't dodge as the chunk of debris slammed down on top of him with enough force to knock over a couple other pillars nearby.

Matt landed back on the ground and waited. Knowing full well that his opponent wasn't down for the count just yet.

It wasn't long before the debris pile started to shake, Venom bursting forth with a bellowing roar a moment later as he went on the attack. Slamming his fist down at the vigilante only to make a crater when the teen leapt over it. Firing webbing that encased the villain's head and distracting him long enough to attach two weblines two his chest, swinging him around and slamming him into a lamp-post and bending it as easily as a pipe cleaner.

Shaking off the attack, Venom grabbed the now damaged post and ripped it from the ground, swinging it at the younger symbiote. Matt bending backwards as the now blunt object passed over him, backflipping to a safe distance while his opponent charged after him.

A fist was blocked before it could make contact, an uppercut was dodged along with a wide round-house kick. Neither combatant taking notice that the slight rain had become a down pour as they tried to land a hit on one another.

Matt formed blades on his forearms and slashed at Venom's stomach, scoring a hit and driving his elbow into the evil symbiote's face before he could recover. Slowly forcing their fight closer and closer to the edge of the sky dock and the thousand foot drop to the large body of water at the bottom of the cliff.

By this point, Ozpin, Goodwitch, the rest of the faculty stood with the three teams. Watching the fight in shock and awe seeing the two beings throw everything they had at one another. "This...This is unbelievable." Glynda said wiping the rain from her glasses.

The headmaster said nothing, his attention focuse solely on Matt in his Arachnid persona as his hands locked with Venom. The two symbiote hosts attempting to overpower one another as they stood roughly four meters from the edge of the cliff.

**"You can't stop us child!"** the villain growled, muscles bulging as he tried to force the teen back only to meet just as much resistance. **"You know as well as we do that we're not the only ones to wind up here...our **_**child**_** is out there...and he will find you."**

Matt's form bulked up some as he forced more strength into the deadlock he was in. The ground under their feet began to crack from the output. "I know he's out there." He said back. "And I'll beat the living shit out of him just like I'm going to do to you!"

Venom roared and shot his tongue at the hero, wrapping it around his neck and tried to strangle him.

Breaking the arm-lock, Matt slashed the tongue around his neck. Severing the appendage and spraying blood through the air as the villain screeched in pain. The teen followed up with a headbutt that staggered the older symbiote that allowed him to slam his shoulder into his middle, sending both of them careening across what little space there was and over the edge of the cliff.

"MATT NO!" Velvet screamed as she and the others ran to the edge where they had fallen And seeing both symbiotic beings fighting one another as they were once again in free fall.

Kicking Venom away from him, Matt ran full sprint down the cliff-face before kicking off and striking the villain with a left-cross, following up by firing two weblines and slamming him into the rock wall he had been running on.

Venom flipped in the air, grabbing the young hero by the back of the head and slamming him into the cliff. His face grinding against the rough surface, **"We're taking you down with us offspring! You may be stronger, but you lack experience!" **he roared at the younger host.

Pressing his hands to the wall and pushing himself slowly away from it, the damaged parts of his suit repairing themselves quickly as he spoke out in a strained voice. "Yeah...you're right...about one thing!" He shot an elbow back and caught Venom in the face making him lose his hold and grabbing his head and began to slam it into the rock face repeatedly.

The bottom of the cliff was coming fast, there wasn't a whole lot of time for finesse so Matt was forced to resort to only one action.

Attaching two weblines to the evil symbiote, the vigilante swung him around and threw him as hard as he could directly toward the ground where the large body of water opened up. Venom had only a moment to roar in defiance before he slammed full force into the jagged rocks at the base of the cliff.

Water and debris exploding in all directions when he landed and sending it high into the air.

Matt spun around and fired webbing into the cliff-face, the substance slowing his descent enough so that he could cling to the surface and perching himself upon it as he looked down to where the evil symbiote had landed.

When everything settled there was no sign of him. The teen's sharp eyes scanning the surface of the water but came up with nothing, not even his symbiote-sense was picking up anything. "Toxin?" he asked outloud while he kept searching.

_**"Nothing..."**_ his other said sounding frustrated. _**"This doesn't make sense. His ability to camouflage was always unique, but never this effective. Something's different with him...changed."**_

Matt remembered the earlier conversation with the villain during their fight. "He said something about the energy from this world being intoxicating. Not to mention he seemed a bit stronger than he had been before...could this have something to do with aura?"

Toxin was silent for a while, _**"It's...possible. We have certainly gotten stronger since coming to Remnant. Perhaps since coming here your aura network became unlocked given the environment."**_

It made since, in theory. The vigilante looked back down to the base of the cliff at the now calm waters. The surface disturbed slightly from the rain fall around him as he thought about the situation.

Venom was out there, and if he had managed to get to Remnant than it was more than plausible that Carnage really was out there too. This troubled both Matt and Toxin greatly. But for the time being there were other matters to attend to.

Turning his gaze back toward the top of the cliff where Beacon was situated, the hero let out a small sigh before he began to crawl his way upward. HIs mind turning at what he was going to face when he reached the school.

How everyone was going to react? What they would say? Would they even trust him after keeping this from them after so long? So many questions, not to mention the barrage that was sure to be fired at him when they cornered him.

But the only thing he was grateful for was the fact that Venom had been driven off. His friends were safe, and the price was well worth paying in the long run.

The climb took only a few minutes, but seemed like months. When he reached the edge that he had fallen over with the villain, Matt was greeted with the sight of a hand being held out for him to take.

Luke looked down at his partner, a small smile on his face despite the questions burning in his eyes. The two grasped hands and the vigilante was helped up on to the ledge. The two staring at one another for a few moments before the Faunus hybrid nodded at him, "Well...this was something." he couldn't help but say.

Matt shook his head and chuckled, "That's one way to put it." He replied before he felt a pair of arms wrap around him and found Velvet hugging him as tightly as she could. Not saying a word as she just relished the fact that he was there and still alive.

The others approached, but kept their distance as they tried to come to grips with the things they had witnessed that day. None saying a word as they sent questioning looks toward their friend.

Sensing their gazes, the vigilante just held his girlfriend and looked out at the horizon as the rain stopped and the clouds began to clear.

The fight was over...but things were far from over.

_**A/N: And BOOM that shit just happened! I know a lot of you are thinking about how Matt can pick out Venom with his spider-sense since Peter couldn't. The answer is rather simple. Given that Toxin is stronger on a genetic level, the younger symbiote is able to do things that Spiderman, Venom and Carnage are unable to do. Thus making the spider-sense work.**_

_**Now Team RWBY, JNPR and Luke and Raine all know Matt's secret along with the faculty of Beacon. And a lot of things will have to be answered for in the next update. The only thing that can be asked here is how they will all respond when they're told about their friends past and who he really is.**_

_**Drop your reviews, send me your thoughts, and a new update will be rewarded to you! See ya around guys!**_


	21. The Story of Arachnid

**_A/N: My update speeds as of late have been slowed by a good margin, but this hasn't stopped me from cranking out these chapters! Though it's a little difficult to top the last one considering all the fighting. But as many would expect, there is always an aftermath to huge fights like that. And that is where this chapter comes in. _**

**_And now that Matt's secret is out, how will the others react when he explains everything._**

**_Disclaimer: I own nothing._**

The sky around Beacon had been painted an array of oranges, pinks and purple as the sun began to set. From his position on the highest tower of the academy, Matt had the perfect view of the scenery. Crouched on the railing of the tower while wearing his suit save for the mask as he looked out over the horizon.

It had been roughly four hours since the fight with Venom and the school was still reeling from it. Many asking questions of what the villain was and how he had gotten into the school in the first place.

But that wasn't what was on the vigilante's mind at this point in time.

He wondered where the older symbiote had run off to, where he could be hiding. And more importantly, where Carnage was holed up. But on top of all that, he wondered what his friends were thinking at this point.

Deep down, exposing himself as Arachnid was the best course of action given the situation. He didn't regret it for a moment, but seeing the shock on all of their faces, and the questions burning in their eyes, he realized that things were probably going to change by leaps and bounds when it came to their friendship.

Especially with Luke and Raine, since they had become pretty tight with one another since MRVL was put together.

"Beautiful sunset, wouldn't you agree?" Matt didn't bother to answer as Ozpin walked up and stood beside him. Cane in one hand, mug in the other. "You're friends are looking for you. No doubt worried about your disappearance." he said taking a drink from his coffee.

"I know they are." he replied not taking his eyes off the view before them. "I just needed to get my head straight before the interrogation that's coming."

The headmaster hummed to himself, eyes flickering over to the vigilante for a brief moment. "Is he dead?" he asked rather bluntly.

Matt shook his head, "Not by a long shot. Venom's taken much harder beatings than that. Though I'm pretty sure he'll think twice before attacking Beacon again." He glanced at Ozpin. "What's the damage?"

"Mostly cosmetic." the professor said with a shrug. "A few walls, decorations, doors and furniture need to be replaced. And only two people wound up in the infirmary with minor injuries. Needless to say, it could have been much, _much_, worse."

Lowering his gaze, the teen felt a bit of guilt and regret flow through him. "I didn't want this to happen." he said solumnly. "I knew there was a chance those two psychos made it to Remnant with me. I should have taken better precautions."

He looked back over the horizon and sighed, "Maybe coming to Beacon was a mistake. I put a lot of people at risk because my enemies are still after me."

A hand on his shoulder broke him from his negative thoughts. "Matthew, I have made more mistakes than any man, woman and child could possibly comprehend." Ozpin said calmly. "Asking you to join my school, was not one of them. There is so much potential in you, even more than what you have already attained. You're looked upon as a hero in not one, but two separate worlds. You risk your very life to ensure that others can return to their loved ones safely."

"In essence, that is the very backbone of being a huntsman. To give of yourself so that the innocent can flourish. To see this given so much by someone so young reminds me of why I opened this school long ago." The headmaster smiled as he took another drink from his mug, leaving Matt a bit speechless.

After a moment the vigilante tuned back and looked out over the campus. "Think they'll forgive me?" he asked hinting toward the others.

"Give them an explanation and some time, and they will." Ozpin replied before turning on his heel and heading for the door he had come through earlier. Pausing at the threshold and looking back at the young hero. "I know I can expect great things from you. A great responsibility is upon your shoulders, but I believe you are more than capable of facing it. However, you must remember the words you told Ms. Rose not long ago; even the greatest warriors can't fight alone."

Matt's eyes widened and he spun around only to find the headmaster had left. Relaxing his posture, he looked out over the campus one last time, mentally debating for a while longer before holding out his hand, firing a webline and swinging away.

X

In team MRVL's room. Luke, Raine, Velvet and team JNPR were all gathered. Having looked high and low for their friend, who turned out to be Vale's masked vigilante, only to come up completely empty.

Velvet sat on her's and Matt's bed. Eyes gazing out the window as they sat in silence. Unlike the others, she knew exactly where he had gone. Whenever something bothered him or he needed a place to think he'd go to the highest place he could find to gather his thoughts. And after the events of that day she knew he had a lot to think about.

The door opened and everyone looked up to see team RWBY walk inside. "Anything?" asked Luke only for Ruby to shake her head with a sigh.

"Nothing at all. It's almost like he vanished." she said dejectedly.

"What do you expect, he swung away pretty fast after he took that freak down." said Yang as she sat on the empty bed with her arms crossed, biting her lip in thought. "Why do you think he kept this from us?"

"He must have had his reasons." offered Ren. "Matt has been nothing but open and honest with us since the day we all met. We have no reason to distrust him."

Weiss' eyes narrowed, "He could have told us a hulking beast was after him. Instead it tore a good portion of the school apart!" despite her ire of the situation, her statement didn't have as much bite to it as many of them would have expected.

Though for good reason, finding out that someone who had become a well known ally was also the one that had saved your life months prior will do that. Filling the heiress with just as much questions as the others, if not more.

"It was so cool how he fought that thing!" Nora cheered. "Do you think he can teach us how to do cool moves like that?" Ren shook his head at the girls antics.

Jaune ran a hand through his hair, "How do we...approach him about all this anyway? Even if he did have his reasons, how can we ask him to just fess up to everything? Doesn't he have a right to keep things to himself."

Yang huffed and crossed her arms, "We're all suppose to be friends. If he trusted us then he should have know that he could tell us anything." A couple of the others nodding in agreement.

Blake however looked uncomfortable. Fighting the urge to reach up and stroke her bow when she heard her partner's statement. Luke saw this and wanted to offer comfort, but decided against it lest he bring unwanted attention to her.

Velvet stood up abruptly causing all talking to stop. "You don't know anything!" she exclaimed making them recoil. "None of you could understand the pain he's endured. The obstacles he had to overcome. Do any of you think it was easy for him to keep this from you? I saw how much it bothered him every day, to keep you all in the dark as he went day by day with all that weight on his shoulders."

"V-Velvet?" Ruby asked a little stunned. "You...knew?"

The rabbit-faunus nodded, "I've known for a while, a couple weeks before we came to Beacon. Having a hidden super-hero living under the same roof as a family of Faunus makes it difficult to keep things a secret. I called him out on it one night, and he told me the truth." she admitted.

"Why didn't he tell us?" asked Pyrrah, like the others she wanted to understand. But she also figured out the possible reason why.

"He didn't want anyone to be caught up in his world." Weiss scoffed, but was silence by the piercing glare sent her way by Velvet. "He also didn't expect one of his enemies to track him here. So don't blame what happened with that creature on him." she said heatedly.

The others looked at one another before going back to Velvet, "What's his story?" Jaune.

"Yeah," said Yang. "You're his girlfriend right? He has to have told you something about him and what he does."

Biting her lip, the rabbit-girl shook her head. "It's not my story to tell. But it will be one that is difficult for him. I can safely say that much."

From her position on her own bed, Raine listened to the conversations closely while trying to piece things together herself. Her left fox-ear tilting to the side when she heard the window to the dorm room opening softly. The noise drowned out by all the talking, but she, Luke, Velvet and even Blake managed to catch it and subtly looked in that direction.

While everyone else kept conversing, they saw the individual they were speaking about slowly slip through the window. Crawling up along the wall and up to the ceiling where he simply observed them from above.

"Alright, enough." Weiss said holding her hands up. "This gets us no where. Matt has to come back eventually. We'll ask him our questions when he does, until then we should stop just blathering about like this."

Ruby looked sad, "But, what if he doesn't? What if he tries going after that thing again and gets hurt?"

"Relax, Ruby. I'm sure he's fine." said Jaune patting her shoulder. "And I'm sure he'll turn up soon."

"Sooner than you think."

All eyes shot to the ceiling to find Matt crouched on the surface. His Arachind suit still on minus the mask as he casually waved at them. "Hay guys." he said, the smile he wore not meeting his eyes knowing the severity of the situation.

No one could really say a word, the sight of their friend/ally defying gravity was still a bit of a shock even after the events of the past day.

Seeing this clearly, the viglante released his hold on the ceiling and dropped. Flipping in mid-air and landing on his feet softly on the carpet. "Look, I know you all have questions." he started slowly. "And I'll answer all of them to the best of my ability. So can we all just sit down and try to relax before we do this?"

The three teams looked to one another before taking seats around the room. On the beds, tables, chairs or even the floor as they all focused on Matt who sat on his own bed with Velvet leaning into his side offering comfort.

"Okay, now then." he said after a few seconds. "To understand what happened today, you all will have to know my story. It'll cut down on the questions and make things a little clearer for you. But I have to warn you, some of the things you will hear will sound very unbelievable, crazy even. It is, however, the truth. And I have no reason to lie to any of you."

Everyone looked confused, but stayed silent so that he could continue.

Matt blew out a slow breath before he got started. "For starters...I'm not form Vytal. Or any of the kingdoms for that matter. I'm not even from Remnant. I come from another planet called Earth. It's full of humans much like this world, but possesses no Grimm of any kind."

This fact caused a jolt of surprise through the group. Another world? One without Grimm? A few of them wanted to speak, but thought to just let Matt continue until he was done.

"Even though there aren't Grimm, it doesn't mean my world didn't have evil that plagues us everyday. You see, Earth is full of people who possess unique powers. Much like you all with your semblances only far more powerful. This is only a small fraction of the whole population on the planet, and many of them just try to stay hidden in plain sight, much like the Faunus."

Matt went into a long explanation about the array of heros and villains that lived on earth. He even did a good background on mutants which had perked the attention of all the Faunus in the room. For them learning about another sub-species of humanity that was also struck with hate and discontent was rather eye-opening.

After explaining a bit about the organization known as SHIELD and their purpose in his world, Ruby couldn't help herself anymore. "So it's like one big comic book!" she exclaimed before clapping a hand over her mouth in embarrassment.

The vigilante laughed a bit. "That's one way to put it." His face went serious, "Though, unlike in comic books. Real people fight and lose their lives everyday. It's almost a constant war to keep criminals and super-villains alike from causing destruction and mayhem. Which is why most of the heros banded together to create a strike team to fight back against the evil. They called themselves the Avengers."

Yang snickered at the name, but sobered up when everyone glared at her. "What was the creature we saw today?" asked Blake.

"A villain from my world that somehow wound up here the same way I did." said Matt. "His name is Venom. And as you saw, he's a very dangerous enemy. But strange enough, he wasn't always like that." he looked at team RWBY, "You saw the way he transformed, correct?"

The girls nodded, cringing when they recalled how the man's clothes seemed to come alive and cover him from head to toe. "What you saw wasn't actually his clothes. There is an alien life form living inside his body called a symbiote. A creature that came from somewhere in space that crash landed on Earth. A symbiote can't survive without a host, so it attaches itself to the first living being that it can find that can keep it safe. Granting the host with an array of abilities as a way to protect them both."

"W-Wait a minute." Weiss said stopping him. "Are you telling us that what we fought was an alien scourge that was attached to a man like a parasite?"

Toxin quivered in anger in the back of Matt's mind and he calmed his partner as best he could. "In a matter of speaking. But the bonding between the two is symbiotic, like the name suggests. The two work together. However, there is a drawback in terms of the one you saw."

"You see, the symbiote originally attached itself to a hero named Spiderman. Who, as his name implies, had the abilities of a spider as he fought criminals. The symbiote gave his powers a huge boost, but at the same time it became addictive and made him more aggressive. It fed off his darker emotions and began turning him into something he wasn't, and when he discovered this he managed to remove it before any more damage could be done."

"But it wasn't over. The symbiote found its way to Eddie Brock, a man who had it out for Spiderman and his alter ego. The two bonded, all of Spiderman's powers, memories, all of it became part of Brock and the two transformed into Venom. Both the life form and the host wanting the hero's life in ruins and his death. "

Jaune gulped, the back story of the creature they saw making them all more than bit uncomfortable."Where do you fit into all of this?" asked Ren more than a bit intrigued by the tale.

Matt shifted uncomfortably, but felt Velvet's hand in his and took comfort in it. "Symbiotes, I guess you can consider them like blood cells. They reproduce asexually. One day, Venom managed to produce an offspring."

"Gross!" Yang exclaimed, the idea of a 'man' giving birth, let alone a monster like that, creeped her out. And she wasn't the only one after seeing a few pale-green faces.

Ignoring the small freak out, the vigilante continued, "This newborn symbiote found its way to the closest host it could locate. Which happened to be a mass-murderer by the name of Cletus Kassady. They bonded instantly, the man's psychotic persona imprinting on the symbiote and they became a new villain named Carnage. A creature that was capable of so much death and chaos that he was on SHIELD's top ten list in no time at all."

"In terms of genetics, each symbiote that is born becomes stronger than the ones that came before it. So in short terms, Carnage turned out to be stronger than Venom in many ways. The two fought for supremacy more than once, but in some cases they worked together which in and of itself is very bad."

He let the information soak in after a while, the idea of _two_ creatures like that scared them more than any Grimm could have. Luke was the first to recover and looked toward his partner. "How...do you know all of this?" he asked hesitantly.

Matt looked at him sadly, "It's how I fit into this. I wasn't always a hero, just a regular kid living a mundane existence. But it all changed in one night." he shifted a bit as he looked out the window next to him. "I was on my way home from work one night when I heard an explosion down an alley, against my better nature I went to investigate and found Carnage just after it had given birth to its own offspring."

"The problem was, Carnage _hated_ the idea of being 'pregnant' and giving birth considering that both symbiote and host were male. But more than that, with the capability of the new life form becoming genetically stronger he didn't want to have something around that could destroy him. He wanted his child dead, but was too weak to do so after the birthing process. So it searched for a host for the offspring to implant it so that he could come back and kill them both later..."

There was a very cold silence in the room, everyone's faces save for Velvet's was ashen as their eyes went down to Matt's suit.

"M-Matt...?" Ruby asked swallowing the dry lump in her throat.

The vigilante nodded, answering her unasked question. "I became the host of Carnage's child." he took notice of how Yang, Weiss, Pyrrah and Ren all reached for their weapons unconsciously. "But he isn't like his father and grandfather. If he was, do you think I would even be here at Beacon?" he quickly explained.

"Do you think that matters?!" Weiss screeched. "You have an alien _monster_ living inside of you! How in Dust can you even-"

"DON'T YOU _EVER_ CALL HIM A MONSTER!" Matt roared, on his feet in half a second and making everyone stumble back. "Toxin is my partner, my _friend_! He's been there for me through more shit than any of you could possibly understand! His own father tried to kill him! His grandfather wanted to use him as a tool! Both wanted _me_ DEAD! And he was there for me when..." he stopped abruptly, clenching his eyes shut as certain memories hit him.

"Matt?" Velvet asked worried.

He shook his head, "I...I'm fine...just..." Toxin knew what he needed and pushed the cross pendant out from under the suit, allowing its host to grasp it tightly without crushing it.

_**"Let me talk to them."**_said the symbiote.

_"Are you sure?" _Matt asked mentally.

_**"Yes, you've explained a lot. Let me show them the rest."**_ The host looked at his friends who looked back with concern and a bit of fear. "He...wants to talk to you. He wants to show you the events that took place the night he was implanted."

The teams all looked at each other, uncertainty passing through them until Luke and Raine stepped forward. "You're our friend, our leader." Luke said looking into Matt's eyes. "After everything we've been through up to this point, I have no reason to distrust you." Raine nodded in agreement as they stood before him.

Ruby came forward next, along with Blake shocking their partners. "Ruby?!" Yang exclaimed in shock.

"Luke's right." said the red cloaked girl. "Matt's our friend. He's been there when we needed him and has never lied to us. If Velvet is able to trust him, then we should as well."

"He deserves our trust." added Blake. "As does his..._partner._ If they were a danger, then none of us would be here right now."

Team JNPR looked at one another again, collectively nodding as they stepped forward as well. Yang thought it over and agreed with her sister and partner and joined the group. All of them looked at Weiss who was debating very harshly within herself.

After several tense moments, she looked up at the vigilante with hard eyes. "This better not be some kind of trick. Or I'll be sure to jam my blade in your throat." she said as she stood next to Ruby.

"So...what happenes now?" asked Jaune.

Matt held out his palm, ten small tendrils slowly slithering out of his wrist and stretched out until they all hung in the air before each of them. "Just hold out your hands." he explained. "It will feel weird for a moment, but there isn't any pain."

Looking at the tiny appendages, each one of them held out their own hands allowing them to coil around their own wrists. _**"It is good to finally speak with all of you."**_ Toxin said making them all gasp.

"Ren...there's a voice in my head!" Nora said grinning at her partner and bouncing from foot to foot. Causing everyone else to roll their eyes.

"Are you...Toxin?" asked Luke looking down at the small tendril.

_**"Yes. And I can't tell you how much your trust means to the both of us. We had been planning on telling you all everything at one point, but the encounter with Venom has brought it all into the open."**_ said the symbiote.

"Man...this is weird." Yang said poking at the tendril around her wrist. She paused a moment, "Wait a minute...if you can talk inside our heads, does that mean you can read our minds?"

Toxin was silent a moment, _**"To a certain extent, yes. But I can only detect surface thoughts. I won't invade your privacy."**_ this got a breath of relief from everyone. _**"Back to the matter at hand. Are you all ready? Some of the things in our memories will be...hard to watch in some ways."**_

Ruby looked up at Matt who had his eyes on the floor. Velvet was next to him with her arms wrapped around his torso. Having seen these memories already, she simply held him as he prepared to relive those moments again. "We are." she said with conviction. "But not just for us, but for Matt too."

The hero looked up at her and smiled as the others nodded in agreement. Toxin nodded as well through the link that was established. _**"Alright, brace yourselves."**_ There was a brief pause before sights, sounds and smells bombarded them.

All ten watched through Matt's eyes on the night he was attacked by Carnage. Their horrified thoughts seeing the offspring of Venom up close and personal flooding through the link as they felt Matt's fear in that moment.

Things moved forward, seeing the vigilante back at his home with his mother just before Venom came crashing in. The two of them being saved by Spiderman before Carnage came back and kidnapped Matt in an attempt to slaughter him and the newborn symbiote he carried.

The fight between Venom and Carnage over the fate of the young host as well as the two being saved by Black Cat . Everything playing out from the first time the two spoke, to the first crimes they had stopped together. It was almost like watching a movie to them, but the fun of watching the newly risen vigilante fighting crime came to an end all too soon.

Matt cringed, trying to block out the next string of memories but was stopped by Toxin. _**"They need to know the truth."**_ it said gently. Velvet held him tighter as if knowing his distress as the memories of the night his mother was murdered played through.

Not one eye was dry as the three teams watched the heart wrenching pain that nearly crippled their friend. How Carnage took away the only person he had in his life and sent him into a downward spiral of depression.

From there it everything pushed through the events that followed. Living with the Parkers, training and fighting alongside Spiderman and the array of other heros that surrounded him. All leading up to the fight in the lab where Matt sacrificed himself to ensure that Peter stayed with his family, taking down both Venom and Carnage with him through the portal that spat him out on to Remnant.

When everything was done, Toxin withdrew the tendrils. No one said a word, the rollercoaster caused by the events they had witnessed left them drained mentally and emotionally.

Matt felt a few tears slip down his face, the memories locking themselves back into place as he tried to collect himself.

A pair of small arms wrapped around him and he looked down to see Ruby silently crying into his chest. "I...know what it's like...to lose a mom." she hiccupped, turning her watery, silver eyes up at him. "I'm so sorry."

The hero embraced her back, threading his fingers through her black/red hair as he observed the others as they sat back down in their original spots, trying to compose themselves while giving him looks of endearment and awe. "How did you go on?" asked Pyrrah wiping her eyes.

"It was hard, but I had people who were there for me when I needed them. Peter, his wife Mary Jane and his Aunt May, they became like a second family to me and helped me out of the depression I was in." said Matt releasing Ruby. "Toxin also helped, he was still learning since he was a newborn at the time. But he was the innocent voice of reason I needed to keep me from doing something reckless."

He smiled as he remembered the good times, " 'With great power, comes great responsibility'. Pete's personal credo that was given to him by his Uncle Ben that he passed down to me. As long as there are people out there that need help, I'll use my powers to protect them. Even though I'm no longer on Earth. Remnant has become a new home, and I'll do everything I can to protect it. Especially now that my two worst enemies had made it here as well."

"We will help you." said Luke standing back up.

"I can't ask any of you to do that." said the vigilante. "These things, they aren't like the Grimm. Venom's tough if you don't know how to take him down, and Carnage is stronger, faster, and deadlier than Venom is."

"You're not asking." said Blake seriously.

"We're volunteering." added Ren with the same tone.

Yang slammed her fist into her palm, "If we see either of their ugly faces, we'll crush them into the ground!" Ruby, Jaune, Pyrrah and Nora all nodding in agreement.

[You don't have to fight them alone.] Raine signed to her leader. [Even though your strong enough to take them, we will still be there to lend a hand.]

Weiss stood up from her spot and approached Matt, staring at him silently for a moment before holding out her hand. "I still owe you a debt for saving my life. I will offer what help I can as well against these abominations for what they had done. Though, you will have to teach us in how to dispatch them given your history and knowledge."

Shaking the offered hand slowly, the vigilante looked all around at his friends and the support they were giving him. Even though he didn't want them getting involved with his battles, there was no way to dissuade them with their minds made up like this.

_**"They're all right, you know."**_ said his other feeling the emotions running through him. _**"Despite our strength and our abilities, we will need them on our side. For more than just combat support."**_

Matt couldn't help but smile. Velvet leaned up and kissed his cheek smiling as well. "You're never alone." she whispered while grasping his hand with hers.

He gripped her hand back, "No, I'm not." he looked up at their friends and saw them all smiling back in return. And for once, the weight on his shoulders felt just a little lighter.

X

In another realm of existence, Madame Web gazed through the shimmering portal that hovered in the air before her. A smile gracing her aged face as she observed the young spider and the group of young huntsmen and huntresses that have formed bonds with him.

Even without her sight, she could see clearer than any being could ever hope for. Young Matthew had found himself true friends in these hunters, and they would help him greatly on his journey. Especially the young rabbit-girl that had attained a large piece of his heart.

"You're well on your way, young one." she said wistfully. Her sightless gaze going from him to Ruby who was talking adamantly about something. "Both of you. I just hope that when the time comes, you'll be ready to face the dangers that await in the shadows."

_**A/N: And another one hits the net. I know a lot of you are asking how far this story will go and I can now have the answer you've been looking for. **_

_**At first I wanted to keep the story going for a while after the end of Volume 1 of RWBY. And I still intend on doing that, but only by one or two more chapters. So to sum this up, there will be only four or five more chapters of this before putting the fic to bed and waiting for Volume 2 to be released. That way I can keep the story related to the series as closely as possible.**_

_**You know what to do folks. Send me the reviews and the next installment will be in your inbox.**_


	22. The Stray

**A/N: Hay guys, I know this may be confusing since I posted this chapter already. But I actually added more on to it in order to start off the next one a bit easier. You'll see the differences as you read toward the new ending, so there is actually something worth it after re-reading this thing again.**

**Disclaimer: ...Still nothing.**

_"Dad, enough's enough! Drinking isn't going to solve your problems!" a young 13-year-old boy said as his father took another swig from the bottle in his hand._

_"Why don't you shut the hell up for once you little bastard!" the man roared back in a drunken slur. "What right do you have telling me what to do? HUH?!" He swung the bottle around and smashed it against the boy's head, knocking him to the floor. "You're nothing but a pathetic waste of space!" he kicked the child making him cry out in pain. "And you always will be!" another kick connected._

_The boy brought his arms and legs up to defend himself as best he could, but the strength behind his father's blows were too much even for him. The assault continued for a while longer, the man spitting venom and hate at his own child while doing so._

_"Just another useless beast..." he growled, his wolf-ears slanted in agitation. _

_Something inside the boy snapped hearing those words, his aura blasting out of his body as his hair bled into a steel grey, a pair of wolf ears appearing on top of his head._

_The boy's father was thrown back from the output of energy as his son rose to his feet. Claws extending from the tips of his fingers as his teeth sharpened into fangs. His eyes, now glowing a sinister yellow locked on to his attacker, an enraged growl rumbling from his throat as he lost himself to the beast that had pulled itself from the depths of his being._

_The man barely had a moment to register the situation when the boy lunged. The sounds of flesh tearing and blood splattering on the walls echoed through the night before he ever had a chance to scream..._

X

"Luke! Wake up!" Luke bolted awake, his eyes glowing yellow as a swung his fist out of reflex.

Matt leapt out of the way and latched on to the ceiling just in time thanks to his spider-sense. "WHOA! Easy man! It's me!" he called down as his partner slowly regained his senses and looked around the room. Realizing it was all a dream as he took deep, calming breaths. "You alright?" the vigilante asked dropping back to the floor.

The hybrid's eyes changed back to their original color as he slowly pulled himself out of bed. "Fine...just bad dreams." he said checking his scroll for the time. _11:31AM_. "I over slept..." he muttered mostly to himself.

"You were tossing and turning all night," Matt said, sounding concerned. "The girls and I were worried but couldn't wake you for some reason."

Rubbing his eyes for a moment, Luke sent a tired smile at his partner. "Everything's alright, this just happens every once in a while. Nothing to worry about." he went to head to the bathroom when a hand grabbed his arm.

Looking into the eyes of his leader, friend and partner, seeing the seriousness in his eyes made him pause. "Luke, if there's something up you can tell us. You know that right?" he asked after letting him go. "After everything that's been happening around us, it's best to not keep things locked away. You guys taught me that after the throw down with Venom. Don't make the same mistake I did."

The hybrid was silent. Matt took that as the que to let the matter drop for the time being. "The girls are with the others down in the cafeteria for an early lunch. We're all planning on hitting up Vale since the school's still closed for the time being."

Luke nodded and entered the bathroom, closing and locking the door behind him leaving the vigilante alone. _**"Something is really up with him."**_ Toxin commented.

_"I know. But we can't force it out of him."_ Matt replied._ "He's always been pretty tight-lipped when it came to his past. And I have a pretty good feeling that was what he was dreaming about last night."_ he turned and headed for the door to give his partner time to himself.

_"No one whimpers in agony from a simple 'bad dream'."_

X

In MRVL's bathroom, Luke stood hunched over the sink. hands bracing the surface as he looked up at his reflection.

His face was pale and he had dark bruises under his eyes. But he paid that no mind as his eyes flashed to yellow a couple of times before fading to normal again. Clenching his fists and eyes shut, the memories that had assaulted his mind the night before continued to ring in his ears.

His father's drunken rampage and the beatings that came with it, along with the phantom pains that resounded through his form. A rage-filled bellow ripping from his throat as he slammed his fist into the mirror. Shattering it and sending shards scattering everywhere as he stood there breathing heavily.

Deep inside...he could feel it. Trying to claw and tear its way out of the cage he had locked it behind for so long. Gripping his head in his hands, he willed it back with all his strength until it was quiet again. But he knew that it was just a temporary bandage for the situation.

Sooner or later...the beast would break out. And he could only pray that no one was around when it did.

X

Beacon had been closed down for two weeks for repairs after the incident involving Venom's rampage. In that time the students were all abuzz about the hideous creature that had attacked the school.

Some had said that it was a new kind of Grimm, others thought it was a diabolical science experiment gone horribly wrong. But for the members of teams MRVL, RWBY and JNPR, they knew the truth.

Ever since the attack, and after revealing his past, Matt explained to his friends everything he knew about the two villain symbiotes. Their strengths, weaknesses, anything that could help them should they encounter either of them. The hero even went as far as to say that _none of them_ were to fight Venom or Carnage alone.

Especially Carnage with what it and its host were capable of.

Thankfully, everyone was very accepting of Matt after he told them his origins. Ruby asked an onslaught of questions, her childish mind wanting to know everything about the world filled with super heros their friend had come from. Yang even asked a few of her own, wanting to know what kind of powers the people where the vigilante had come from had.

Finding himself the center of so much attention was something Matt wasn't expecting. But was thankful that Velvet was there to help him with it in the end.

Since the school would still be closed for a while longer, the three teams decided to head out into town for the day and enjoy themselves. Vale was currently getting ready for the Vytal Festival that was being held for the next three weeks, ending with a tournament where combat schools from all over would send students and pit them against one another.

After the VTOL touched down, the three teams went their separate ways. JNPR heading toward the northern districts while RWBY and MRVL went to check out all the preparations being set up for the festival.

Weiss was acting like the complete opposite of herself as she looked at all of the sights being set up around them.

"I don't think I've ever seen you smile this much, Weiss...It's kinda weirding me out?" said Ruby seeing her partner so elated.

The heiress looked at her oddly, "How could you not smile? A festival dedicated to the cultures of the world! Dances, a parade and a tournament! Oh the amount of planning and organization that goes into this event is breathtaking."

"You really know how to take something like this and make it boring, don't ya Weiss?" said Matt with his arm wrapped comfortably around Velvet's waist. The rabbit-faunus resting her head on his shoulder with Raine and Luke walking on either side of them.

"Oh, be quiet you!" Weiss snapped back as the two teams continued to walk down the street. Blake peered over her shoulder and saw Luke with his head down, gaze focused on the ground as he moved.

Falling back, the hidden-faunus stood by the hybrid and touched his arm. "Luke? Is everything alright?" she asked concerned.

Luke raised his head and looked at her, her amber eyes widening slightly seeing the dark circles starting to form under his eyes from lack of sleep. "I didn't get what you would call a good night's rest last night."

The concern Blake had been feeling increased more than a bit hearing that. "Bad dreams?" she received a nod and bit her lip. The two of them had gotten really close since the teams had been formed months ago. A strong friendship that felt like it was blossoming into something else...something more.

"You know if there's ever anything you wanna talk about, I'll be right here." she said taking his hand into hers. Luke smiled at her as they continued walking with their group as they entered the docking area. The smell of the ocean and dead fish hitting them hard as they watched the ships coming and going.

"Why are we here?" Velvet asked covering her nose to fend off the smell.

"I heard that students visiting from Vacuo will be arriving by ship today. And, as a representative of Beacon, I feel as though it is my solemn duty to welcome them to this fine kingdom." said Weiss as she watched the ships dock intently.

Raine looked at them and signed, [Translation; she wants to spy on the competition for the tournament.] The others chuckled while the heiress huffed.

Ruby's attention ran from the docks toward a store front that had its windows smashed in and surrounded by police tape. "Whoa," the rest of the group followed her and approached the store where two cops were talking to one another.

"What happened here?" the younger girl asked.

"Dust robbery," they turned to Matt who was looking at the store with narrowed eyes. "Group of thugs tried to knock over the place last night. Managed to stop them before they got what they were after." he said low enough so that no one else could overhear him.

"Good think Arachnid showed up when he did." said one of the cops to the other. "Took those White Fang thugs down in seconds and disappeared. Gotta love having our own vigilante running around."

The man's partner nodded, "Yeah, good to know we got someone helpin' us out there. Definitely makes our jobs a little easier."

Blake's back went straight at the mention of the White Fang, her grip tightening on Luke's hand grabbing the hybrid's attention. "Blake?" he asked as she shook herself out of it as they moved away from the crime scene.

"Were they right? Was it the White Fang?" she asked the vigilante who looked back over his shoulder at her.

He nodded, "Yeah, five of them. Lightly armed. Barely broke a sweat. I don't think those guys really know what they're dealing with when they think they can take me like that."

Weiss scoffed, "The White Fang, what an awful bunch of degenerates."

"What's you're problem?" Blake snapped sounding a little offended.

"My problem...is that I don't like the criminally insane." said the heiress turning to face her.

"They are hardly a bunch of psychopaths!" the raven-haired girl fired back. "They are just a misguided group of Faunus."

Weiss raised an eyebrow, "Misguided? They want to wipe humanity off the face of the planet!" she nearly shouted.

"Very misguided, then." Blake relented. "That does not mean why they would rob a dust shop in the middle of downtown Vale."

Matt stepped in then, "There isn't really an explanation why anyone commits crime. Given their reputation it could mean a number of things."

"That doesn't change the fact that White Fang are a bunch of scum." Weiss threw in, "Those Faunus only know hoe to lie, cheat and steal!" The young hero noticed Blake looking more and more agitated the more she spoke. Not only that, Luke, Raine and even Velvet were starting to glare at her.

"Weiss!" Matt barked making her jump a bit. "Despite what you may think of the White Fang, think about what you just said a second ago."

The heiress looked at him a moment, then his team before realization dawned on her. "S-Sorry." she said feeling regretful.

"Just because a small group of people went bad, doesn't give you the right to talk shit about the rest of them." he said heatedly. "Hate only breeds more hate, so whatever issues you have with them it's best to put it behind you or you'll become a social outcast yourself."

The Faunus in their group all looked at Matt with thanks in their eyes just as they heard someone shout out. "Hey! Stop that Faunus!"

Near one of the larger cargo ships, a monkey-faunus ran along the deck while being chased by a couple of ship-hands. Leaping off the deck and on to a lamp post where he ate a banana without a care in the world. The two cops that were investigating the crime scene from earlier tried coaxing him down and only received a peel to the face as a response.

Swinging himself from the lamp post, the monkey-faunus jumped into the gathered crowd and took off in a dead-sprint. Flying past the two teams and winking at them as he disappeared down the road with the police hot on his tail...literally.

"Well, Weiss." said Yang with her hands on her hips. "You wanted to see the competition, and there it goes..."

"Quick, after him!" the heiress shouted as they began running after him. Turning down another street as the unknown Faunus kept ahead of his pursuers. "Can't you, you know, swing after him on your webs?" Weiss asked looking at Matt.

The vigilante sent her an 'are you serious?' look. "Really? You want me to change into my suit surrounded by people in the busiest part of Vale?" he asked making her blush at how foolish it sounded.

Rounding another corner, they skidded to a stop when the white-haired girl collided with someone and fell to the ground. Looking up they saw the monkey-faunus leaping up on to the buildings and away from capture.

"No! He got away!" Weiss cried out.

"Umm, Weiss?" said Ruby pointing down, her partner noticing the girl she had unexpectedly crashed into looking back up at her with a weird smile and making her leap up off of her.

"Sal-u-tations!" she said still prone on the ground and not losing her smile.

"Uh...hello?" Ruby said hesitantly.

"Are you alright?" asked Yang wondering about the very strange girl.

"I am wonderful! Thank you for asking." the girl announced remaining in her position on the pavement and making everyone look at her strangely.

_**"This one...is very creepy."**_ Toxin said to its host. _**"And coming from me, that's saying something."**_

"Do you, want to get up?" asked Yang.

The girl seemed to think it over a moment before nodding, "Yes! Yes I would." without pause she flipped up from her back right up to her feet making the two teams step back. "My name is Penny! It's a pleasure to meet you!"

Ruby smiled and introduced herself first, "Hi Penny, I'm Ruby."

"I'm Weiss,"

"Blake,"

"Are you sure you didn't hit your head?" asked Yang before Blake smacked her on the shoulder. "Ow! I'm Yang."

Matt shook his head and looked at Penny, "Name's Matt."

Velvet nodded at her, "Velvet."

Luke gave a slight bow, "Luke, and this is our friend Raine." he introduced the fox-faunus since she couldn't speak.

"It's a pleasure to meet you." Penny repeated not losing her smile.

"You already said that." said Weiss with a shake of her head.

Penny paused a moment and nodded, "So I did!" RWBY and MRVL were both starting to get a bit creeped out by this girl and decided to beat a hasty retreat before things got even more strange.

"Well...sorry for running into you." Weiss said as they turned and began to walk off.

"Take care, friend!" Ruby called over her shoulder as they started back on the path they had been on before.

They moved a few feet away before Yang spoke up about their recent encounter. "She was...weird."

"No doubt about that, and I definitely would know weird." said Matt trying to wonder what was up with the strange girl they had met.

Weiss shook her head, "Now, where did that Faunus run off to?" Only to stop cold along with everyone else when they saw Penny standing in front of them looking at them oddly.

"What did you call me?" she asked.

Matt spun around and found the spot where she had been standing before empty before looking back at her, Luke, Weiss, Raine and Blake all doing the same several times as Yang began to sputter out an apology. "Oh, I'm sorry! I didn't think you heard me!"

Penny shook her head, "Not you." she walked through the group and stood in front of Ruby. "You."

"Me?" the red cloaked girl squeaked and began to sputter trying to figure out how she had offended the other girl.

"You called me 'friend'." Penny clarified. "Am I really your friend?"

"Uuuuummmmm..." Ruby looked past her at the others. Her team all shaking their heads and waving their arms, Matt, Luke, Velvet and Raine just shrugged since this wasn't really their call. "Yeah, sure. Why not?" she finally answered making her team facefault.

Penny beamed brightly. "Sensational! We can paint our nails, and try on clothes, and talk about cute boys!" she rambled off making Ruby sweatdrop at the situation she was now in.

"Is this what it was like when you met me?" she asked Weiss who stood up and dusted herself off.

"No," said the heiress. "She seems far more coordinated."

Matt chuckled before looking at the orange haired girl. "What are you doing in Vale anyway?" he asked hoping to save his fellow leader anymore awkwardness.

"I'm here to fight in the tournament!" Penny announced proudly.

"Wait, you're fighting in the tournament?" Weiss asked thinking she misheard.

"I'm combat ready!" the girl said giving them a salute.

The heiress shook her head, "Sorry, but you hardly look the part."

Luke raised an eyebrow at her, "Says the girl wearing a frilly dress." Blake hid her mouth behind her hand to hide her amusement.

"It's a combat skirt!" Weiss said indignantly. Ruby slid up beside her, "Yeah!" The two high-fived one another before the white-haired girl realized something. "Wait a minute." she walked up and put her hands on Penny's shoulders, "If you're here for the tournament, does that mean that you know that monkey-tailed rap...boy that just passed here?" she said, altering her statement after seeing the look Matt was sending her.

Penny shook her head, "Nope." she said rather happily.

"Well, if you hear anything be sure to tell us." said Weiss. The group saying their goodbyes and heading off once more, hoping not to run into the odd girl as they returned to the festival.

Seeing all the sights and stands that were set up for the guests and visitors to Vale for the events taking place. The hours just slipping by as the two teams enjoyed themselves, going from stand to stand and seeing what was being sold.

Velvet was looking at a bunch of art work supplies being sold, Matt next to her trying to help her pick out an array of things for the hobby she had picked up when he heard a commotion from down the street. "Hay! Stop that man he stole my purse!"

Looking up, he saw a man in a dirty brown jacket running full sprint in their direction. A purple purse clutched in his hand as a woman attempted to catch up with him and failing.

The vigilante waited for the man to get in close before spinning around and upper-cutting him hard in the jaw. Sending him flipping back in the air and crashing to the side-walk on his back and leaving him dazed.

Groaning, the man attempted to stand and found the barrel and bayonet of a gunblade aimed at his face. Matt tilted his head at him as he tossed the purse he had dropped up and down in his other hand. "You know, if you're hoping to get a woman's attention you're going about it the wrong way." he said casually as the woman caught up with a couple of police officers. "I believe this is yours." he said holding out the bag.

"Thank you so much." the woman said after catching her breath. The cops hoisted the would-be mugger up to his feet and cuffed him. Both also giving their thanks as they took the man away.

Turning back to his girlfriend, he saw her smiling at him and shaking her head. "Even out of uniform, you still play the hero."

Matt chuckled and scratched the back of his head, "What can I say, it's in my genes." The couple shared a laugh before making their way farther down along the line of stands.

Meanwhile, another couple was also looking at the different items on sale. Luke and Blake finding themselves going over various supplies for bladed weaponry to help keep their respected blades in top condition.

"You looked pretty agitated when Weiss was talking about Faunus back by the docks." the swordsman said while picking up a whetstone and looking it over with careful eyes.

Blake stiffened for a moment and relaxed, but the motion didn't go unnoticed by her companion. "I just hate it when people try to tie the Faunus in with what the White Fang have done. No one seems to want to understand their point of view. Even though they've become terrorists, they weren't always like that."

The hybrid could sense a bit of personal feelings on the matter coming from the raven haired girl. A few of his own memories coming to mind. "I know what you mean." he said catching her attention. Looking around to be sure no one else was listening in he turned to her. "My father was once part of the White Fang, before the new leadership took over."

The revelation left Blake a bit speechless. "You see, a long time ago when my parents met, they were persecuted by people because of their relationship. My mother believed that the Faunus were people just like everyone else and she was shunned for it. My father loved that about her, how she was so compassionate and open-minded, that's how they fell in love."

Luke looked to the ground, wondering if he should continue and reveal more than what he already had. Like his partner, he kept many aspects of his past a secret for fear of how others would treat him. And it was starting to become a running joke with how much MRVL was keeping from one another since so many things had come out into the open already.

Seeing his internal struggle, Blake took his hand in hers and led him away from the busy street. Heading into a small park not too far away and sitting them both down on a stone bench far enough away so that they could have some more privacy.

Smiling his thanks, he decided to keep going. "The longer they were together, the more hate was thrown at them to the point where my father couldn't take it anymore. He didn't want my mother to suffer such injustice, so he joined the White Fang hoping to make a difference so that they could live in peace."

"For a while, things were going okay. They were making small progress but it was still something. My mother fell pregnant with me and my father felt like the happiest man on Remnant...then everything changed."

The hybrid's face took on a grim expression. "The old leader stepped down and a new one took charge. He changed everything. Turning what they did into acts of violence that made humans fear them more than they already did. My parents couldn't stand living like that so they left the organization and fled as far as they could, remaining undiscovered by the spies and operatives sent after them."

A still silence filled the air between them. A soft hand reached out and held Luke's making him look into the amber eyes of the girl he was sitting next to. "What happened next?" she asked, part of her wanting to know more about the hybrid's past so that she could understand him better.

Luke sighed, a look of sorrow filling his eyes. "My mother died during childbirth." he said making Blake gasp in horror. "It devastated my father, coupled with the stress of the White Fang hunting for him for his betrayal had forced him to drink. For as long as I could remember I don't think I had ever seen him sober."

"Years went by, I learned about my parents' past through my mother's old journals. But the man she had fallen in love with was gone. He'd become a shell of himself, filled with depression and rage that he took out on me. Saying that I had taken his love away and that I was nothing more than a waste of space and useless..." his eyes flashed yellow as anger shot through him.

The light squeeze on his hand snapped him out of it and he turned his attention to Blake who had tears in her eyes. "You don't have to say anymore." she said sorrowfully. "Why tell me all of this?"

Luke smiled at her, "Because...I can see in your eyes that we are similar." he reached up and touched her bow softly making her blush. "I know you're a Faunus, Blake. You hide yourself out of fear of being judged. But more than that, I can tell that we share a past. One we want to forget, but follows us like a shadow."

Blake looked at the ground, "I..." she felt her face get tilted up and looked into the eyes of the half-breed before her.

"You don't have to tell me anything if you're not ready to." he said honestly. "Just know that I'm here when you do decide to tell someone."

Neither of them new who started it, but as they looked into one another's eyes neither of them couldn't help but be drawn into one another. In moments their lips touched, chastely, but the spark that went through them felt like a charge that bonded them together.

Separating, the two just gazed at each other again. Oblivious to the world around them as they remained in their own little bubble of bliss.

X

Later that night, Matt dropped down on to Beacon's sky-dock from the airship he hitched a ride on. Changing out of his Arachnid costume and taking on his usual outfit, he began to make his way toward the entrance.

His friends had gone back to the school hours ago, but the vigilante had decided to remain out in Vale to ensure that no more incidents like the attempted dust robbery the night before. With the Vytal festival coming closer, he was sure that there would be a few more crimes being committed when no one was paying attention.

So far things looked pretty quiet, and he was looking forward to returning to the academy and grabbing a hot shower before bed.

He felt his scroll vibrating and stopped to answer it. Reaching into a 'pocket' and pulling the device out, he saw that Velvet was calling him and answered right away. "Hay baby, what's up?" he asked smiling beneath his mask.

"Matt something's happened!" Velvet said sounding frantic on the line.

"Whoa, Vel calm down." he said now on high alert hearing the distress in her voice, "What's going on?"

His girlfriend took a few breaths to calm herself, "Blake's gone, and Luke looks ready to tear Weiss apart! I don't know what happened but you need to get back here fast, I don't think me and the others can hold him back much longer!" There was a loud growl and a crash in the background before the line went dead.

Matt was moving before she finished speaking. Firing weblines from his sleeves and swinging toward the dorms while wondering what the hell had happened while he was out on patrol.

It had taken a few seconds to reach the dorms, the time cut down significantly while webswinging. From there Matt just had to follow the sounds of yelling which led him to RWBY's dorm where Jaune, Ren, Yang and even Nora were trying to hold back an irrate Luke who was doing everything in his power to get at Weiss who was behind Ruby, Pyrrah, Velvet and Raine.

"LET ME GO! THAT FUCKING SELF-CENTERED BITCH NEEDS TO PAY!" the hybrid shouted while struggling against those that were holding him, his eyes blazing yellow and his aura flaring with his rage.

"It's hardly my fault that your girlfriend is working for a group of terrorists!" The heiress shouted back which caused Luke to thrash even harder. Growling like a rabid animal trying to break from its cage.

"WHAT THE FUCK IS GOING ON HERE!" Matt roared making everything in the room come to a stand still. "Luke, calm the hell down!" he said turning to his partner who had his eyes still locked on to Weiss. "LUKE!" The hybrid snapped his head over to look at the vigilante. "Don't make me web you up. Calm down, and let's try and figure this out."

Taking several deep breaths, Luke's eyes shifted back to normal. When he relaxed so did everyone holding him who all wiped sweat from their foreheads from the strain it had put on them.

Matt looked around the slightly trashed room before going back to the group. "Alright, now tell me what the hell happened."

Weiss, stepped forward, "Gladly, I-"

"NOT you." the hero snapped silencing her. "From the looks of things you're the center of the problem." He looked over at Ruby and motioned for her to talk.

The red cloaked girl twiddled her fingers a bit before she answered. "Well, when we got back from our time in Vale, Blake and Weiss started fighting about the Faunus and the White Fang again. Things got pretty heated and...well..." she had trouble finishing.

"Blake, may have blurted out that she was a part of them and ran away." Yang said for her, a bit upset at the situation for another reason.

The revelation left a ripple effect through the gathered teams. Matt narrowed his eyes and looked at the floor. _"If this is true, I think we can assume that she isn't a part of them anymore. This could explain why she was fighting against them back when we first met."_

_**"A sound assumption, though I doubt some of the others share our sentiment."**_ added Toxin.

"Even is she was at one point, she's not a part of them anymore." everyone looked over at Luke who had spoken. "I know her, she wouldn't put herself in with those extremists."

Weiss scoffed, "Right, how can you even miss the fact that we've had a terrorist living under our noses. She could have been a spy sent in to keep tabs on the school!"

Luke's eyes blazed again making everyone tense up, "She's not a terrorist you damn harpy! How fucking dare you say that about her!"

"The White Fang are pure evil!" the heiress screamed. "If Blake's apart of them then we-MRPH!" she was silenced when a glob of webbing sealed her mouth closed. Matt snapped both his wrists out, firing more webbing and binding her to the wall before stomping up to her.

"You don't even know the meaning of 'pure evil'." he said lowly, though the others could still hear him. "I have seen multiple faces of pure evil. Psychopaths that kill without a second thought for the sheer _fun_ of it. The White Fang? They're a group of thugs that are being mislead by someone with a grudge against humanity, their fear and avarice for what we have done to them fueling this and turning their organization into a terrorist cell."

Matt got right up into Weiss' face, glaring into her startled blue eyes. "Instead of writing off your team mate, your _friend_, as a threat. Maybe you should have taken the time to understand her side of the story first. But no. Weiss Schnee always has to be right, because she's suffered _so_ much in her life. Living in the lap of luxury while growing up getting whatever she wanted. I've seen the way you treat people, christ, you treat your own partner like she's nothing more than a stain on your dress half the time...that's right, I notice these things very easily."

Weiss' eyes softened a bit and she looked at the ground. "Like it or not, I can almost guarantee that all of us." the vigilante motioned to everyone around them, "Are the only friends you have. The only ones willing to put up with your shit. I can tell that the White Fang messed up your life in one way or another, I can't blame you for having your doubts on the subject. But the more you hold on to the negativity of it all, the more you'll push people away."

"And then...you'll be all alone again with no one on your side."

With a wave of his hand, Matt removed the webbing pinning the heiress and keeping her silent. But she didn't say a word and kept her gaze on the floor as he turned toward the slightly shocked group. "Anyone know where she went?"

Jaune snapped out of it first, "Uh, I saw her step on to an airship heading for Vale when Pyrrah and I were coming in from sparring."

Checking his watch, the vigilante cursed seeing that she had left the campus on the last transport of the day until the next morning.

Looking over to the bottom bunk of the hazardously built bunk beds, his sharp eyes located a lone strand of black hair stuck to the pillow. "Try to call her on her scroll." he said picking up the hair and absorbing it into his 'clothes'. "I'm gonna go look for her."

"How? There aren't anymore ships leaving until tomorrow." said Yang.

"I got my webs, it'll take me longer to reach the city. But I'll be able to find her when I get there." came the reply as he headed for the door.

Luke stepped into his path, "I'm coming too." Matt looked at his partner, the emotions swirling in the hybrid's eyes telling him that no matter how the following argument could have gone he'd still follow him regardless.

The vigilante just nodded before turning to Velvet and giving her a deep kiss. "Hold down the fort, we'll be back soon." The rabbit-faunus nodded as the two boys left the room. Gathering their weapons and ammo from their own dorm before heading out to the front of the campus and looking out over the cliff toward Vale.

"You ready?" Matt asked his partner, allowing his suit to cover his form once more. Luke nodded seriously, his eyes zeroed in on the city where the girl he cared for had fled.

The partners leapt from the cliff and fell toward the ground. Matt fired a webline, grabbing Luke with his free hand as he swung them in a wide arc. Jumping off and landing in the nearby forest beside the large river below the school before they took off. The hero taking to the trees while his partner kept pace with him sprinting on the ground.

X

Blake stepped off the airship on to Vale's docking port, sending a look back toward Beacon with sad eyes as she recalled the events that led up to this point.

She had wanted to keep her past involvement with the White Fang a secret, for fear of how her friends and team mates would react should they know the truth. It had taken all of her will not to spill everything to Luke when he had confessed to her about his past earlier that day.

The cat-faunus blushed and touched her lips as she remembered the kiss they shared, guilt filling her when she realized that she had just left him behind with no explanation. And it was only a matter of time before he learned the truth from the others.

With a sigh, she pulled her scroll from her pocket. Typing out a message and sending it before slipping it back. "Messaging your boyfriend?" Blake looked over at the one that was accompanying her, the monkey-faunus they had all witnessed fleeting the docks earlier.

From the brief conversation they had before boarding the ship, his name was Sun Wukong. And he had come to Vytal for the tournament like countless other contestants that wanted to test their skills during the festival.

Normally she wouldn't have taken off with someone she had just met, but given the circumstance she didn't have time to be picky.

"Something like that." Blake replied, sending one last look toward the academy in the distance before heading into the city with her companion.

**A/N: And there, a different ending, and a brief conversation with the teams and Weiss about Blake's ties with the White Fang. But with Matt/Arachnid and Luke looking for her, how much will things change?**

**By the way...there will be Blake/Luke romance...sorry Sun fans out there.**

** The next installment it coming soon, so keep your eyes out guys.**


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